-----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, S0Zz8/vwA4cGYVeoJ4lVUWifagkw6VLNs+04uPDAO2RpsZ6fM2aLG6OA7/2TSblX YH3RxR+TLxAwI4gQYRb3UA== 0000062741-06-000070.txt : 20060510 0000062741-06-000070.hdr.sgml : 20060510 20060510135859 ACCESSION NUMBER: 0000062741-06-000070 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 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: 06825029 BUSINESS ADDRESS: STREET 1: ATTN: OFFICE OF THE GENERAL COUNSEL STREET 2: 770 NORTH WATER STREET 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 fm10q306.txt FORM 10-Q DATED 03/31/2006 1 ========================================================================== UNITED STATES 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 March 31, 2006 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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b- 2 of the Exchange Act. (Check one): Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes [ ] No [X] 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 April 30, 2006 ----- ---------------- Common Stock, $1.00 Par Value 253,142,886 ========================================================================== 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
MARSHALL & ILSLEY CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) ($000's except share data) As Adjusted Note 11 --------------------------- March 31, December 31, March 31, 2006 2005 2005 -------------- ------------- -------------- Assets - ------ Cash and cash equivalents: Cash and due from banks $ 1,017,005 $ 1,155,263 $ 873,102 Federal funds sold and security resale agreements 111,498 209,869 86,822 Money market funds 32,065 49,219 53,594 ------------- ------------- ------------- Total cash and cash equivalents 1,160,568 1,414,351 1,013,518 Investment securities: Trading securities, at market value 40,373 29,779 24,379 Interest bearing deposits at other banks 15,766 40,659 17,272 Available for sale, at market value 6,039,645 5,701,703 5,459,388 Held to maturity, market value $603,665 ($638,135 December 31, 2005 and $730,046 March 31, 2005) 587,090 618,554 698,826 ------------- ------------- ------------- Total investment securities 6,682,874 6,390,695 6,199,865 Loans held for sale 159,117 277,847 135,006 Loans and leases: Loans and leases, net of unearned income 35,033,614 33,889,066 30,447,652 Less: Allowance for loan and lease losses 368,760 363,769 358,280 ------------- ------------- ------------- Net loans and leases 34,664,854 33,525,297 30,089,372 Premises and equipment, net 500,261 490,687 444,702 Goodwill and other intangibles 2,483,873 2,461,461 2,152,116 Accrued interest and other assets 1,683,034 1,652,379 1,605,942 ------------- ------------- ------------- Total Assets $ 47,334,581 $ 46,212,717 $ 41,640,521 ============= ============= ============= Liabilities and Shareholders' Equity - ------------------------------------ Deposits: Noninterest bearing $ 4,999,788 $ 5,525,019 $ 4,789,802 Interest bearing 23,093,375 22,149,202 20,911,906 ------------- ------------- ------------- Total deposits 28,093,163 27,674,221 25,701,708 Federal funds purchased and security repurchase agreements 2,673,095 2,327,258 1,868,291 Other short-term borrowings 2,879,727 3,299,476 2,588,041 Accrued expenses and other liabilities 1,616,073 1,507,621 1,504,752 Long-term borrowings 7,185,939 6,668,670 5,892,119 ------------- ------------- ------------- Total liabilities 42,447,997 41,477,246 37,554,911 Shareholders' equity: Series A convertible preferred stock, $1.00 par value; 2,000,000 shares authorized -- -- -- Common stock, $1.00 par value; 245,115,086 shares issued (244,587,222 shares at December 31, 2005 and 244,432,222 shares at March 31, 2005) 245,115 244,587 244,432 Additional paid-in capital 1,003,367 970,739 864,840 Retained earnings 4,002,008 3,871,614 3,497,731 Accumulated other comprehensive income, net of related taxes (43,742) (37,291) (16,353) Less: Treasury stock, at cost: 9,029,759 shares (9,148,493 December 31, 2005 and 15,689,406 March 31, 2006) 284,323 277,423 475,719 Deferred compensation 35,841 36,755 29,321 ------------- ------------- ------------- Total shareholders' equity 4,886,584 4,735,471 4,085,610 ------------- ------------- ------------- Total Liabilities and Shareholders' Equity $ 47,334,581 $ 46,212,717 $ 41,640,521 ============= ============= ============= See notes to financial statements.
3
MARSHALL & ILSLEY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) ($000's except per share data) As Adjusted Note 11 --------------- Three Months Three Months Ended March 31, Ended March 31, 2006 2005 --------------- --------------- Interest and fee income - ----------------------- Loans and leases $ 588,883 $ 423,921 Investment securities: Taxable 57,868 51,943 Exempt from federal income taxes 15,999 15,407 Trading securities 70 69 Short-term investments 3,565 1,344 ------------- ------------- Total interest and fee income 666,385 492,684 Interest expense - ---------------- Deposits 198,126 103,490 Short-term borrowings 39,335 21,962 Long-term borrowings 104,344 68,374 ------------- ------------- Total interest expense 341,805 193,826 ------------- ------------- Net interest income 324,580 298,858 Provision for loan and lease losses 10,995 8,126 ------------- ------------- Net interest income after provision for loan and lease losses 313,585 290,732 Other income - ------------ Data processing services 342,980 282,934 Trust services 45,945 40,346 Service charges on deposits 22,772 23,570 Gains on sale of mortgage loans 10,741 6,937 Other mortgage banking revenue 1,714 1,243 Net investment securities gains (losses) 1,052 5,849 Life insurance revenue 6,966 6,209 Other 40,600 35,369 ------------- ------------- Total other income 472,770 402,457 Other expense - ------------- Salaries and employee benefits 277,403 245,076 Net occupancy 24,881 22,364 Equipment 32,939 31,010 Software expenses 17,438 13,352 Processing charges 27,013 14,925 Supplies and printing 6,122 6,496 Professional services 11,449 10,886 Shipping and handling 23,902 19,635 Amortization of intangibles 8,875 8,092 Other 75,111 71,155 ------------- ------------- Total other expense 505,133 442,991 ------------- ------------- Income before income taxes 281,222 250,198 Provision for income taxes 94,454 84,882 ------------- ------------- Net income $ 186,768 $ 165,316 ============= ============= Net income per common share - --------------------------- Basic $ 0.79 $ 0.73 Diluted 0.78 0.71 Dividends paid per common share $ 0.240 $ 0.210 Weighted average common shares outstanding (000's): - --------------------------------------------------- Basic 235,317 227,557 Diluted 240,343 232,788 See notes to financial statements.
4
MARSHALL & ILSLEY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ($000's) Three Months Ended March 31, -------------------------------- 2006 2005 --------------- --------------- Net Cash Provided by Operating Activities $ 225,770 $ 178,844 Cash Flows From Investing Activities: Proceeds from sales of securities available for sale 5,449 16,286 Proceeds from maturities of securities available for sale 267,997 260,792 Proceeds from maturities of securities held to maturity 31,788 27,412 Purchases of securities available for sale (382,317) (445,348) Net increase in loans (1,196,779) (1,058,364) Purchases of assets to be leased (36,680) (43,929) Principal payments on lease receivables 52,418 48,682 (Purchases) Sales of premises and equipment, net (27,858) 4,812 Acquisitions, net of cash and cash equivalents acquired (1,462) (12,308) Other (4,933) 4,038 ------------- ------------- Net cash used in investing activities (1,292,377) (1,197,927) Cash Flows From Financing Activities: Net increase (decrease) in deposits 437,890 (733,197) Proceeds from issuance of commercial paper 901,035 1,352,463 Principal payments on commercial paper (968,228) (1,366,906) Net increase in other short-term borrowings 44,827 699,661 Proceeds from issuance of long-term borrowings 750,000 1,153,537 Payments of long-term borrowings (271,038) (21,832) Dividends paid (56,374) (47,798) Purchases of common stock (41,788) -- Proceeds from exercise of stock options 19,101 11,134 Other (2,601) (2,599) ------------- ------------- Net cash provided by financing activities 812,824 1,044,463 ------------- ------------- Net (decrease) increase in cash and cash equivalents (253,783) 25,380 Cash and cash equivalents, beginning of year 1,414,351 988,138 ------------- ------------- Cash and cash equivalents, end of period $ 1,160,568 $ 1,013,518 ============= ============= Supplemental cash flow information: - ----------------------------------- Cash paid during the period for: Interest $ 344,307 $ 186,011 Income taxes 9,408 11,394 See notes to financial statements.
5 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements March 31, 2006 & 2005 (Unaudited) 1. The accompanying unaudited consolidated financial statements should be read in conjunction with Marshall & Ilsley Corporation's ("M&I" or "Corporation") Annual Report on Form 10-K for the year ended December 31, 2005. The unaudited financial information included in this report reflects all adjustments consisting of normal recurring accruals and the adjustments as discussed in Note 11 which are necessary for a fair statement of the financial position and results of operations as of and for the three months ended March 31, 2006 and 2005. The results of operations for the three months ended March 31, 2006 and 2005 are not necessarily indicative of results to be expected for the entire year. Certain amounts in the 2005 consolidated financial statements and analyses have been reclassified to conform with the 2006 presentation. 2. New Accounting Pronouncements In March 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140 ("SFAS 156"). This statement amends FASB No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations. SFAS 156 requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable. This statement permits the subsequent measurement of servicing assets and servicing liabilities using either a fair value method or an amortization method. The standard permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. The Corporation will be required to adopt SFAS 156 beginning January 1, 2007. Management believes that the adoption of this standard will not have a material impact on the Corporation's results of operations or financial position. In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140 ("SFAS 155"). This statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities, and No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. This statement will require the Corporation to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. The amended rule also clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133 and further clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives. SFAS 155 amends Statement No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. The Corporation will be required to adopt SFAS 155 for all financial instruments acquired or issued after January 1, 2007. Management believes that the adoption of this standard will not have a material impact on the Corporation's results of operations or financial position. 6 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) 3. Comprehensive Income The following tables present the Corporation's comprehensive income (000's):
Three Months Ended March 31, 2006 ------------------------------------------ Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount ------------- ------------- ------------ Net income $ 186,768 Other comprehensive income: Unrealized gains (losses) on securities: Arising during the period $ (15,924) $ 5,596 (10,328) Reclassification for securities transactions included in net income (448) 157 (291) ------------ ------------ ----------- Unrealized gains (losses) (16,372) 5,753 (10,619) Net gains (losses) on derivatives hedging variability of cash flows: Arising during the period 8,337 (2,918) 5,419 Reclassification adjustments for hedging activities included in net income (1,925) 674 (1,251) ------------ ------------ ----------- Net gains (losses) $ 6,412 $ (2,244) 4,168 ------------ ------------ ----------- Other comprehensive income (loss) (6,451) ----------- Total comprehensive income $ 180,317 ===========
Three Months Ended March 31, 2005 ------------------------------------------ Before-Tax Tax (Expense) Net-of-Tax Amount Benefit Amount ------------- ------------- ------------ Net income $ 165,316 Other comprehensive income: Unrealized gains (losses) on securities: Arising during the period $ (75,719) $ 26,739 (48,980) Reclassification for securities transactions included in net income 26 (9) 17 ------------ ------------ ----------- Unrealized gains (losses) (75,693) 26,730 (48,963) Net gains (losses) on derivatives hedging variability of cash flows: Arising during the period 11,191 (3,917) 7,274 Reclassification adjustments for hedging activities included in net income 3,074 (1,076) 1,998 ------------ ------------ ----------- Net gains (losses) $ 14,265 $ (4,993) 9,272 ------------ ------------ ----------- Other comprehensive income (loss) (39,691) ----------- Total comprehensive income $ 125,625 ===========
7 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) 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 March 31, 2006 ------------------------------------------- Income Average Shares Per Share (Numerator) (Denominator) Amount ------------- ---------------- ------------ Basic Earnings Per Share Income Available to Common Shareholders $ 186,768 235,317 $ 0.79 =========== Effect of Dilutive Securities Stock Options, Restricted Stock and Other Plans -- 5,026 ------------ --------------- Diluted Earnings Per Share Income Available to Common Shareholders $ 186,768 240,343 $ 0.78 ===========
Three Months Ended March 31, 2005 ------------------------------------------- Income Average Shares Per Share (Numerator) (Denominator) Amount ------------- ---------------- ------------ Basic Earnings Per Share Income Available to Common Shareholders $ 165,316 227,557 $ 0.73 =========== Effect of Dilutive Securities Stock Options, Restricted Stock and Other Plans -- 5,231 ------------ --------------- Diluted Earnings Per Share Income Available to Common Shareholders $ 165,316 232,788 $ 0.71 ===========
Options to purchase shares of common stock not included in the computation of diluted net income per share because the stock options were antidilutive are as follows (shares in thousands):
Three Months Ended March 31, --------------------------------------- 2006 2005 ------------------ ----------------- Shares 118 3,358 Price Range $43.310 - $47.020 $41.870 - $44.200
5. Business Combinations The following acquisitions, which are not considered to be material business combinations individually or in the aggregate, were completed during the first quarter of 2006: On January 3, 2006, Marshall & Ilsley Trust Company N.A., completed the acquisition of the trust and asset management business assets of FirstTrust Indiana of Indianapolis, Indiana, a division of First Indiana Bank, N.A. ("FirstTrust Indiana"). The total cash consideration was $15.9 million. Additional consideration up to $1.5 million may be paid over three years based on business growth and retention. FirstTrust Indiana offers asset management, trust administration and estate planning services to high net-worth individuals and institutional customers. Initial goodwill, subject to the completion of appraisals and valuation of the assets acquired and liabilities assumed, amounted to $13.4 million. The estimated identifiable intangible asset to be amortized (trust customers) with an estimated weighted average life of 5.9 years amounted to $2.0 million. The goodwill and intangibles resulting from this transaction are deductible for tax purposes. 8 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) On January 3, 2006, Metavante completed the acquisition of AdminiSource Corporation ("AdminiSource") of Carrollton, Texas. AdminiSource is a provider of health care payment distribution services, providing printed and electronic payment and remittance advice distribution services for payer organizations nationwide. Total consideration in this transaction consisted of 527,864 shares of M&I common stock valued at $23.2 million and $5.0 million in cash. Initial goodwill, subject to the completion of appraisals and valuation of the assets acquired and liabilities assumed, amounted to $21.1 million. The estimated identifiable intangible asset to be amortized (customer relationships) with an estimated useful life of 10 years amounted to $8.5 million. The goodwill and intangibles resulting from this transaction are not deductible for tax purposes. Recent acquisition activities ----------------------------- On April 1, 2006, Marshall & Ilsley Corporation completed the acquisition of Trustcorp Financial, Inc. ("Trustcorp"). With the acquisition of Trustcorp, which had consolidated assets of $735.7 million at March 31, 2006, the Corporation acquired Missouri State Bank and Trust Company, which provides commercial banking services in Missouri through seven bank locations. Trustcorp shareholders received 0.7011 of a share of M&I common stock and $7.70 in cash for each share of Trustcorp common stock they own. M&I did not issue any fractional shares in the merger. Instead, Trustcorp shareholders received cash in lieu of any fractional share of M&I common stock based on a value for each M&I share of $43.93. Total transaction value was approximately $181 million. On April 1, 2006, Marshall & Ilsley Corporation completed the acquisition of Gold Banc Corporation, Inc. ("Gold Banc"), a bank holding company headquartered in Leawood, Kansas, which offers commercial banking, retail banking, trust and asset management products and services through various subsidiaries. As of March 31, 2006, Gold Banc, had consolidated assets of $4.2 billion. Gold Banc's largest subsidiary, Gold Bank, a Kansas state-chartered bank, was merged with and into M&I Marshall & Ilsley Bank on April 1, 2006, at which time, the 32 Gold Bank branch offices in Florida, Kansas, Missouri and Oklahoma became interstate branch offices of M&I Marshall & Ilsley Bank. 6. Selected investment securities, by type, held by the Corporation were as follows ($000's):
March 31, December 31, March 31, 2006 2005 2005 -------------- -------------- -------------- Investment securities available for sale: U.S. treasury and government agencies $ 4,708,218 $ 4,379,148 $ 4,219,316 State and political subdivisions 719,194 703,892 571,387 Mortgage backed securities 110,252 116,464 142,310 Other 501,981 502,199 526,375 ------------- ------------- ------------- Total $ 6,039,645 $ 5,701,703 $ 5,459,388 ============= ============= ============= Investment securities held to maturity: State and political subdivisions $ 585,090 $ 616,554 $ 696,526 Other 2,000 2,000 2,300 ------------- ------------- ------------- Total $ 587,090 $ 618,554 $ 698,826 ============= ============= =============
The following table provides the gross unrealized losses and fair value, aggregated by investment category and the length of time the individual securities have been in a continuous unrealized loss position, at March 31, 2006 ($000's):
Less than 12 Months 12 Months or More Total --------------------------- --------------------------- --------------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses ------------- ------------- ------------- ------------- ------------- ------------- U.S. treasury and government agencies $ 2,121,289 $ 36,196 $ 1,999,862 $ 59,897 $ 4,121,151 $ 96,093 State and political subdivision 115,486 1,636 82,276 2,004 197,762 3,640 Mortgage backed securities 40,167 705 70,085 2,532 110,252 3,237 ------------ ------------ ------------ ------------ ------------ ------------ Total $ 2,276,942 $ 38,537 $ 2,152,223 $ 64,433 $ 4,429,165 $ 102,970 ============ ============ ============ ============ ============ ============
9 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) The investment securities in the above table were temporarily impaired at March 31, 2006. This temporary impairment represents the amount of loss that would have been realized if the investment securities had been sold on March 31, 2006. The temporary impairment in the investment securities portfolio is predominantly the result of increases in market interest rates since the investment securities were acquired and not from deterioration in the creditworthiness of the issuer. 7. The Corporation's loan and lease portfolio, including loans held for sale, consisted of the following ($000's):
March 31, December 31, March 31, 2006 2005 2005 -------------- -------------- -------------- Commercial, financial and agricultural $ 10,244,761 $ 9,599,361 $ 8,708,376 Cash flow hedging instruments at fair value (47,220) (33,886) (28,333) ------------- ------------- ------------- Commercial, financial and agricultural 10,197,541 9,565,475 8,680,043 Real estate: Construction 4,054,364 3,641,942 2,565,783 Residential mortgage 5,370,353 5,050,803 3,764,515 Home equity loans and lines of credit 4,606,136 4,833,480 5,161,915 Commercial mortgage 8,819,281 8,825,104 8,412,078 ------------- ------------- ------------- Total real estate 22,850,134 22,351,329 19,904,291 Personal 1,518,828 1,617,761 1,456,111 Lease financing 626,228 632,348 542,213 ------------- ------------- ------------- Total loans and leases $ 35,192,731 $ 34,166,913 $ 30,582,658 ============= ============= =============
8. Financial Asset Sales During the first quarter of 2006, automobile loans with principal balances of $154.7 million were sold in securitization transactions. Net gains of $0.1 million were recognized and are reported in Other income in the Consolidated Statements of Income. Other income associated with auto securitizations, primarily servicing income, amounted to a $1.9 million in the current quarter. Key economic assumptions used in measuring the retained interests at the date of securitization resulting from securitizations completed during the quarter were as follows (rate per annum):
Prepayment speed (CPR) 17-42 % Weighted average life (in months) 20.3 Expected credit losses (based on original balance) 0.36-1.03 % Residual cash flow discount rate 12.0 % Variable returns to transferees Forward one-month LIBOR yield curve
At March 31, 2006, securitized automobile loans and other automobile loans managed together with them, along with delinquency and credit loss information consisted of the following ($000's):
Total Securitized Portfolio Managed -------------- -------------- -------------- Loan balances $ 984,997 $ 173,736 $ 1,158,733 Principal amounts of loans 60 days or more past due 1,098 661 1,759 Net credit losses year to date 631 570 1,201
10 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) 9. Goodwill and Other Intangibles The changes in the carrying amount of goodwill for the three months ended March 31, 2006 were as follows ($000's):
Banking Metavante Others Total ------------- ------------- ------------- ------------- Goodwill balance as of January 1, 2006 $ 809,376 $ 1,272,039 $ 7,804 $ 2,089,219 Goodwill acquired during the period -- 21,096 13,367 34,463 Purchase accounting adjustments (121) (20,457) -- (20,578) ------------ ------------ ------------ ------------ Goodwill balance as of March 31, 2006 $ 809,255 $ 1,272,678 $ 21,171 $ 2,103,104 ============ ============ ============ ============
Goodwill acquired for the Metavante segment includes initial goodwill relating to the acquisition of AdminiSource in the first quarter of 2006. Goodwill for the Others segment includes initial goodwill relating to the acquisition of FirstTrust Indiana in the first quarter of 2006. Purchase accounting adjustments for Metavante for the three months ended March 31, 2006 represent adjustments made to the initial estimates of fair value associated with the acquisitions of Med-i-Bank, Inc., LINK2GOV Corp. and NYCE Corporation ("NYCE") and its affiliate companies. During the first quarter, Metavante received $29.9 million as a return of the purchase price associated with the NYCE acquisition. Purchase accounting adjustments for the Banking segment was attributable to the reduction of goodwill allocated to a branch divestiture. At March 31, 2006, the Corporation's other intangible assets consisted of the following ($000's):
March 31, 2006 ------------------------------------------- Accum- Gross ulated Net Carrying Amort- Carrying Amount ization Value ------------- ------------- ------------- Other intangible assets ----------------------- Core deposit intangible $ 152,816 $ 81,773 $ 71,043 Data processing contract rights/customer lists 332,372 38,831 293,541 Trust customers 6,750 1,405 5,345 Tradename 8,275 873 7,402 Other Intangibles 1,250 483 767 ------------ ------------ ------------ $ 501,463 $ 123,365 $ 378,098 ============ ============ ============ Mortgage loan servicing rights $ 2,671 ============
Amortization expense of other intangible assets for the three months ended March 31, 2006 and 2005 amounted to $8.9 million and $8.1 million, respectively. The estimated amortization expense of other intangible assets and mortgage loan servicing rights for the next five annual fiscal years are ($000's):
2006 $ 35,283 2007 33,192 2008 31,352 2009 30,146 2010 29,183
11 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) 10. The Corporation's deposit liabilities consisted of the following ($000's):
March 31, December 31, March 31, 2006 2005 2005 -------------- -------------- -------------- Noninterest bearing demand $ 4,999,788 $ 5,525,019 $ 4,789,802 Savings and NOW 10,265,748 10,462,831 10,104,075 Cash flow hedge-Brokered MMDA (5,820) (5,326) (4,774) ------------- ------------- ------------- Total Savings and NOW 10,259,928 10,457,505 10,099,301 CD's $100,000 and over 7,018,466 5,652,359 5,672,869 Cash flow hedge-Institutional CDs (17,653) (13,767) (23,652) ------------- ------------- ------------- Total CD's $100,000 and over 7,000,813 5,638,592 5,649,217 Other time deposits 3,602,642 3,434,476 2,884,075 Foreign deposits 2,229,992 2,618,629 2,279,313 ------------- ------------- ------------- Total deposits $ 28,093,163 $ 27,674,221 $ 25,701,708 ============= ============= =============
11. Share-Based Compensation Plans The Corporation has Equity Incentive Plans which provide for the grant of nonqualified and incentive stock options, stock appreciation rights, rights to purchase shares of restricted stock and the award of restricted stock units to key employees and directors of the Corporation at prices ranging from zero to the market value of the shares at the date of grant. The Equity Incentive Plans generally provide for the grant of options to purchase shares of the Corporation's common stock for a period of ten years from the date of grant. Stock options granted generally become exercisable over a period of three years from the date of grant. However, stock options granted to directors of the Corporation vest immediately and stock options granted after 1996 provide accelerated or immediate vesting for grants to individuals who meet certain age and years of service criteria at the date of grant. Restrictions on stock or units issued pursuant to the Equity Incentive Plans generally lapse within a three to seven year period. The Corporation also has a Long-Term Incentive Plan. Under the plan, performance units may be awarded from time to time. Once awarded, additional performance units will be credited to each participant based on dividends paid by the Corporation on its common stock. At the end of a designated vesting period, participants will receive a cash award equal to the Corporation's average common stock price over the last five days of the vesting period multiplied by some percent (0%-275%) of the initial performance units credited plus those additional units credited as dividends based on the established performance criteria. The vesting period is three years from the date the performance units were awarded. The Corporation also has a qualified employee stock purchase plan (the "ESPP") which gives employees, who elect to participate in the plan, the right to acquire shares of the Corporation's common stock at the purchase price which is 85 percent of the lesser of the fair market value of the Corporation's common stock on the first or last day of the one-year offering period which has historically been from July 1 to June 30. Effective January 1, 2006, the Corporation adopted Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment ("SFAS 123(R)"). SFAS 123(R) replaces FASB Statement No. 123 Accounting for Stock-Based Compensation ("SFAS 123"), and supercedes Accounting Principles Board Opinion No. 25 ("APBO 25") Accounting for Stock Issued to Employees. Statement 123(R) requires that compensation cost relating to share-based payment transactions be recognized in financial statements. That cost is measured based on the fair value of the equity or liability instruments issued. Statement 123(R) covers a wide range of share-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee stock purchase plans. Statement 123(R) also provides guidance on measuring the fair value of share-based payments awards. The Corporation elected the Modified Retrospective Application method to implement this new accounting standard. Under that method compensation cost is recognized beginning on the effective date based upon (a) the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) the fair value method of accounting provisions of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date. 12 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) As permitted under SFAS 123, the Corporation previously recognized compensation cost using the intrinsic value method of accounting prescribed in APBO 25. Under the intrinsic value method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount paid to acquire the stock. Under APBO 25 no compensation cost was recognized for the nonqualified and incentive stock option plans because the exercise price was equal to the quoted market price at the date of grant and therefore, there is no intrinsic value. Under APBO 25 no compensation cost was recognized for the Corporation's ESPP because the discount (15%) and the plan meets the definition of a qualified plan of the Internal Revenue Code and met the requirements of APBO 25. Under the fair value method of accounting, compensation cost is measured at the grant date based on the fair value of the award using an option- pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock, expected dividends and the risk-free interest rate over the expected life of the option. The resulting compensation cost for stock options that vest is recognized over the service period, which is usually the vesting period. The fair value method of accounting provided under SFAS 123 is generally similar to the fair value method of accounting under SFAS 123(R). Under the Modified Retrospective Application method, in addition to recognizing compensation cost beginning on the effective date, financial statements prior to the effective date have been adjusted based on pro forma amounts previously disclosed under SFAS 123 for all periods for which SFAS 123 was effective. The impact to Shareholders' equity as a result of applying the Modified Retrospective Application method to adopt SFAS 123(R) is as follows ($000's):
December 31, March 31, 2005 2005 ------------- ------------- Decrease to Retained Earnings $ (149,544) $ (132,528) Increase to Additional Paid-in Capital 217,205 195,736 ------------ ------------ Net Increase to Shareholders' equity $ 67,661 $ 63,208 ============ ============
The net increase to Shareholders' equity represents the deferred income tax benefit outstanding associated with the cumulative effect on net income from January 1, 1995 to December 31, 2005 and March 31, 2005, respectively, from recognizing share-based compensation previously not reported. The cost for the ESPP and stock options granted after January 1, 1995 determined in accordance with the fair value method of accounting, the Corporation's net income and earnings per share as adjusted is as follows for the three months ended March 31, 2005 ($000's except per share data):
Net Income, as originally reported $ 169,580 Less: Stock-based employee compensation expense previously not included in net income under the intrinsic method of accounting, net of tax (4,264) --------- Restated net income $ 165,316 ========= Basic earnings per share: As originally reported $ 0.75 Restated 0.73 Diluted earnings per share: As originally reported $ 0.73 Restated 0.71
13 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) The Consolidated Statements of Cash Flows was not materially impacted. Activity relating to nonqualified and incentive stock options for the three months ended March 31, 2006 and 2005 was:
Weighted- Average Number Option Price Exercise of Shares Per Share Price ------------ --------------- ----------- Shares under option at December 31, 2004 22,878,097 $10.13 - 44.20 $30.70 Options granted 50,500 40.49 - 43.53 42.12 Options lapsed or surrendered (71,524) 22.80 - 41.95 37.45 Options exercised (476,847) 10.13 - 41.95 23.35 ------------ --------------- ----------- Shares under option at March 31, 2005 22,380,226 $10.13 - 44.20 $30.86 ============ =============== =========== Shares under option at December 31, 2005 24,655,317 $15.94 - 47.02 $33.09 Options granted 71,900 41.30 - 45.35 43.51 Options lapsed or surrendered (173,254) 34.79 - 42.82 41.41 Options exercised (747,680) 15.94 - 41.95 25.75 ------------ --------------- ----------- Shares under option at March 31, 2006 23,806,283 $15.94 - 47.02 $33.30 ============ =============== ===========
Stock option awards to directors of the Corporation generally occur during the second quarter and stock option awards to employees primarily occur in the fourth quarter. Generally, the Corporation uses shares of treasury stock to satisfy stock options exercised. The ranges of nonqualified and incentive stock options outstanding at March 31, 2006 were:
Weighted-Average Weighted-Average Remaining Weighted-Average Aggregate Contractual Number of Shares Exercise Price Intrinsic Value Life (In Years) ----------------------- ------------------- ------------------- ------------------- Out- Exer- Out- Exer- Out- Exer- Out- Exer- Price Range standing cisable standing cisable standing cisable standing cisable - -------------- ----------- ----------- --------- --------- --------- --------- --------- --------- $15.00 - 23.99 2,445,168 2,445,168 $21.26 $21.26 $22.32 $22.32 4.1 4.1 24.00 - 27.99 1,721,636 1,721,636 25.83 25.83 17.75 17.75 3.1 3.1 28.00 - 29.99 4,210,538 4,201,120 28.58 28.57 15.00 15.01 5.4 5.4 30.00 - 32.99 4,840,154 4,812,601 31.41 31.42 12.17 12.16 4.9 4.9 33.00 - 35.99 3,131,982 2,314,320 34.77 34.76 8.81 8.82 7.5 7.5 36.00 - 41.99 3,658,850 1,706,972 41.59 41.43 1.99 2.15 8.5 8.5 Over $42.00 3,797,955 546,625 42.86 42.82 0.72 0.76 9.6 9.6 ----------- ----------- -------- -------- -------- -------- -------- -------- 23,806,283 17,748,442 $33.30 $30.55 $10.28 $13.03 6.4 5.6 =========== =========== ======== ======== ======== ======== ======== ========
The fair value of each stock option grant was estimated as of the date of grant using the Black-Scholes closed form option-pricing model for stock options granted prior to September 30, 2004. A form of a lattice option-pricing model was used for stock options granted after September 30, 2004. The grant date fair values and assumptions used to determine such value are as follows:
Three Months Ended --------------------------------- March 31, March 31, 2006 2005 ---------------- ---------------- Weighted-average grant date fair value $ 7.87 $ 7.29 Assumptions: Risk-free interest rates 4.22 - 5.18 % 3.70 - 4.20 % Expected volatility 18.50 % 13.12 - 15.96 % Expected term (in years) 6.5 6.0 Expected dividend yield 2.20 % 1.92 %
14 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) The total intrinsic value of nonqualified and incentive stock options exercised during the three months ended March 31, 2006 and 2005 was $13.4 million and $8.7 million, respectively. The total fair value of shares vested during the three months ended March 31, 2006 and 2005 amounted to $0.4 million and $0.5 million, respectively. There was approximately $33.6 million of total unrecognized compensation expense related to unvested nonqualified and incentive stock options at March 31, 2006. The total unrecognized compensation expense will be recognized over a weighted average period of 1.5 years. For awards with graded vesting, compensation expense was recognized using an accelerated method prior to the adoption of SFAS 123(R) and is recognized on a straight line basis for awards granted after the effective date. For the three months ended March 31, 2006 and 2005 the expense for nonqualified and incentive stock options that is included in Salaries and employee benefits expense in the Consolidated Statements of Income amounted to $6.6 million and $5.8 million, respectively. Activity relating to the Corporation's Restricted Stock Purchase Rights was:
March 31, March 31, 2006 2005 ---------------- ---------------- Restricted stock purchase rights outstanding - Beginning of Year -- -- Restricted stock purchase rights granted 7,000 7,500 Restricted stock purchase rights exercised (7,000) (7,500) --------------- --------------- Restricted stock purchase rights outstanding - End of Year -- -- =============== =============== Weighted-average grant date market value $ 43.69 $ 41.34 Aggregate compensation expense $ 1,270 $ 1,050 Unamortized compensation expense $ 11,986 $ 9,926
Restrictions on stock issued pursuant to the exercise of stock purchase rights generally lapse within a three to seven year period. Accordingly, the compensation related to issuance of the rights are amortized over the vesting period. At March 31, 2006, the unamortized compensation expense will be recognized over a weighted average period of 1.7 years. As participants in the Long-Term Incentive Plan will receive a cash award at the end of the designated vesting period, this plan meets the definition of a liability award. Unlike equity awards, liability awards are remeasured at fair value at each balance sheet date until settlement. For the three months ended March 31, 2006 and 2005 the (benefit)/expense for the Long-Term Incentive Plan that is included in Salaries and employee benefits expense in the Consolidated Statements of Income amounted to $(1.8) million and $0.6 million, respectively. Under SFAS 123(R), compensation expense is recognized for the ESPP. The compensation cost per share is approximately equal to the sum of: the initial discount (15% of beginning of plan period price per share), plus the value of a one year call option on 85% of a share of common stock and the value of a one year put option on 15% of a share of common stock for each share purchased. The compensation cost per share for the ESPP was $9.96 and $8.04 for the three months ended March 31, 2006 and 2005, respectively. Employee contributions under the ESPP are made ratably during the plan period. Employees may withdraw from the plan prior to the end of the one year offering period. The total estimated shares to be purchased are estimated at the beginning of the plan period based on total expected contributions for the plan period and 85% of the market price at that date. The Corporation estimates that 346,342 shares will be purchased on July 1, 2006. For the three months ended March 31, 2006 and 2005 the total expense for the ESPP that is included in Salaries and employee benefits expense in the Consolidated Statements of Income amounted to $0.9 million and $0.7 million, respectively. 15 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) 12. Derivative Financial Instruments and Hedging Activities The following is an update of the Corporation's use of derivative financial instruments and its hedging activities as described in its Annual Report on Form 10-K for the year ended December 31, 2005. Generally there were no substantive changes in the types of derivative financial instruments the Corporation employs or its hedging activities in the three months ended March 31, 2006. Trading Instruments and Other Free Standing Derivatives ------------------------------------------------------- Loan commitments accounted for as derivatives are not material to the Corporation and the Corporation does not employ any formal hedging strategies for these commitments. Trading and free-standing derivative contracts are not linked to specific assets and liabilities on the balance sheet or to forecasted transactions in an accounting hedge relationship and, therefore, do not qualify for hedge accounting under SFAS 133. They are carried at fair value with changes in fair value recorded as a component of other noninterest income. At March 31, 2006, free standing interest rate swaps consisted of $1.8 billion in notional amount of receive fixed / pay floating with an aggregate negative fair value of $34.5 million and $1.4 billion in notional amount of pay fixed / receive floating with an aggregate positive fair value of $35.1 million. At March 31, 2006, interest rate caps purchased amounted to $15.0 million in notional amount with a positive fair value of $0.1 million and interest rate caps sold amounted to $15.0 million in notional amount with a negative fair value of $0.1 million. At March 31, 2006, the notional value of interest rate futures designated as trading was $2.0 billion with an immaterial fair value. Fair Value Hedges ----------------- The following table presents updated information with respect to selected fair value hedges.
Fair Value Hedges March 31, 2006 Weighted Notional Fair Average Hedged Hedging Amount Value Remaining Item Instrument ($ in mil) ($ in mil) Term (Yrs) ------------------------------------------------------------------------------------------------ Fixed Rate CDs Receive Fixed Swap $ 954.6 $ (31.0) 8.2 Medium Term Notes Receive Fixed Swap 359.5 (10.4) 7.1 Fixed Rate Bank Notes Receive Fixed Swap 1,052.3 (39.8) 6.2 Institutional CDs Receive Fixed Swap 130.0 (0.7) 1.1 Brokered Bullet CDs Receive Fixed Swap 343.5 (1.3) 0.5
The impact from fair value hedges to total net interest income for the three months ended March 31, 2006 was a positive $1.7 million. The impact to net interest income due to ineffectiveness was not material. 16 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) Cash Flow Hedges ---------------- The following table updates the Corporation's cash flow hedges.
Cash Flow Hedges March 31, 2006 Weighted Notional Fair Average Hedged Hedging Amount Value Remaining Item Instrument ($ in mil) ($ in mil) Term (Yrs) ------------------------------------------------------------------------------------------------ Variable Rate Loans Receive Fixed Swap $ 1,150.0 $ (47.2) 3.6 Institutional CDs Pay Fixed Swap 1,555.0 17.7 1.6 Federal Funds Purchased Pay Fixed Swap 250.0 0.0 1.4 FHLB Advances Pay Fixed Swap 1,220.0 31.5 2.8 Floating Rate Bank Notes Pay Fixed Swap 425.0 3.8 2.0 Money Market Account Pay Fixed Swap 250.0 5.8 1.3
The impact to total net interest income from cash flow hedges, including amortization of terminated cash flow hedges was a positive $1.9 million for the three months ended March 31, 2006. The impact due to ineffectiveness was not material. For the three months ended March 31, 2005, the total effect on net interest income resulting from derivative financial instruments was a positive $4.3 million including the amortization of terminated derivative financial instruments. 13. Postretirement Health Plan The Corporation sponsors a defined benefit health plan that provides health care benefits to eligible current and retired employees. Eligibility for retiree benefits is dependent upon age, years of service, and participation in the health plan during active service. The plan is contributory and in 1997 and 2002 the plan was amended. Employees hired or retained from mergers after September 1, 1997 will be granted access to the Corporation's plan upon becoming an eligible retiree; however, such retirees must pay 100% of the cost of health care benefits. The plan continues to contain other cost-sharing features such as deductibles and coinsurance. Net periodic postretirement benefit costs for the three months ended March 31, 2006 and 2005 included the following components ($000's):
Three Months Ended March 31, ------------------------------- 2006 2005 -------------- -------------- Service cost $ 570 $ 553 Interest on APBO 1,022 1,159 Expected return on assets (232) (149) Prior service amortization (680) (681) Actuarial loss amortization 379 264 ------------- ------------- $ 1,059 $ 1,146 ============= =============
Benefit payments and expenses, net of participant contributions, for the three months ended March 31, 2006 amounted to $1.0 million. 17 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) 14. Segments The following represents the Corporation's operating segments as of and for the three months ended March 31, 2006 and 2005. Effective January 1, 2006, the Corporation transferred a portion of its Item Processing business from the Banking segment to Metavante. Prior period segment information has been adjusted for the transfer. There have not been any other changes to the way the Corporation organizes its segments. Beginning with the third quarter of 2005, total other income for Metavante includes float income which represents interest income on balances invested in an affiliate bank which arises from Electronic Bill Payment activities. This income was formerly reported as a component of Net Interest Income for Metavante. Segment information for all periods has been adjusted for this reclassification. Fees - intercompany represent intercompany revenue charged to other segments for providing certain services. Expenses - intercompany represent fees charged by other segments for certain services received. For each segment, Expenses - intercompany are not the costs of that segment's reported intercompany revenues. Intrasegment revenues, expenses and assets have been eliminated ($ in millions):
Three Months Ended March 31, 2006 --------------------------------------------------------------------------------- Reclass- ifications Consol- Corporate & Elimi- idated Banking Metavante Others Overhead nations Income ------------ ------------ ------------ ------------ ----------- ------------- Net interest income $ 327.7 $ (8.3) $ 5.8 $ (3.8) $ 3.2 $ 324.6 Other income Fees - external 73.5 343.0 54.5 1.8 -- 472.8 Fees - internal Fees - intercompany 16.9 24.8 4.7 25.0 (71.4) -- Float income - intercompany -- 3.2 -- -- (3.2) -- ----------- ----------- ----------- ----------- ---------- ----------- Total other income 90.4 371.0 59.2 26.8 (74.6) 472.8 Other expense Expenses - other 158.4 296.0 39.6 12.0 (0.9) 505.1 Expenses - intercompany 43.2 12.6 12.5 2.2 (70.5) -- ----------- ----------- ----------- ----------- ---------- ----------- Total other expense 201.6 308.6 52.1 14.2 (71.4) 505.1 Provision for loan and lease losses 10.5 -- 0.5 -- -- 11.0 ----------- ----------- ----------- ----------- ---------- ----------- Income before taxes 206.0 54.1 12.4 8.8 -- 281.3 Income tax expense 67.8 19.6 4.6 2.5 -- 94.5 ----------- ----------- ----------- ----------- ---------- ----------- Segment income $ 138.2 $ 34.5 $ 7.8 $ 6.3 $ -- $ 186.8 =========== =========== =========== =========== ========== =========== Identifiable assets $ 44,584.0 $ 2,797.5 $ 761.8 $ 766.6 $(1,575.3) $ 47,334.6 =========== =========== =========== =========== ========== =========== Return on average equity 14.7% 13.0% 11.8% 15.7% =========== =========== =========== ===========
Three Months Ended March 31, 2005 --------------------------------------------------------------------------------- Reclass- ifications Consol- Corporate & Elimi- idated Banking Metavante Others Overhead nations Income ------------ ------------ ------------ ------------ ----------- ------------- Net interest income $ 303.2 $ (10.4) $ 5.5 $ (1.8) $ 2.3 $ 298.8 Other income Fees - external 70.1 282.9 47.7 1.8 -- 402.5 Fees - internal Fees - intercompany 15.8 21.0 4.7 21.7 (63.2) -- Float income - intercompany -- 2.3 -- -- (2.3) -- ----------- ----------- ----------- ----------- ---------- ----------- Total other income 85.9 306.2 52.4 23.5 (65.5) 402.5 Other expense Expenses - other 146.8 241.1 31.9 22.6 0.6 443.0 Expenses - intercompany 38.8 11.0 12.5 1.5 (63.8) -- ----------- ----------- ----------- ----------- ---------- ----------- Total other expense 185.6 252.1 44.4 24.1 (63.2) 443.0 Provision for loan and lease losses 7.8 -- 0.3 -- -- 8.1 ----------- ----------- ----------- ----------- ---------- ----------- Income (loss) before taxes 195.7 43.7 13.2 (2.4) -- 250.2 Income tax expense (benefit) 63.9 17.4 5.1 (1.5) -- 84.9 ----------- ----------- ----------- ----------- ---------- ----------- Segment income (loss) $ 131.8 $ 26.3 $ 8.1 $ (0.9) $ -- $ 165.3 =========== =========== =========== =========== ========== =========== Identifiable assets $ 39,324.7 $ 2,419.6 $ 669.2 $ 824.7 $(1,597.7) $ 41,640.5 =========== =========== =========== =========== ========== =========== Return on average equity 16.1% 17.6% 13.0% 16.6% =========== =========== =========== ===========
18 MARSHALL & ILSLEY CORPORATION Notes to Financial Statements - Continued March 31, 2006 & 2005 (Unaudited) Total revenue, net interest income plus total other income, by type in Others consisted of the following ($ in millions):
Three Months Ended March 31, ---------------------- 2006 2005 ---------- ---------- Trust Services $ 46.0 $ 39.6 Residential Mortgage Banking 5.1 5.0 Capital Markets 0.6 0.7 Brokerage and Insurance 7.2 7.1 Commercial Leasing 3.0 3.4 Commercial Mortgage Banking 1.7 1.2 Others 1.4 0.9 --------- --------- Total revenue $ 65.0 $ 57.9 ========= =========
19 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARSHALL & ILSLEY CORPORATION CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited) ($000's) Three Months Ended March 31, ------------------------------- 2006 2005 -------------- -------------- Assets - ------ Cash and due from banks $ 980,078 $ 918,907 Investment securities: Trading securities 34,177 23,113 Short-term investments 315,719 186,993 Other investment securities: Taxable 4,979,354 4,822,827 Tax-exempt 1,340,598 1,278,156 ------------- ------------- Total investment securities 6,669,848 6,311,089 Loans and leases: Loans and leases, net of unearned income 34,641,255 29,883,640 Less: Allowance for loan and lease losses 368,290 360,948 ------------- ------------- Net loans and leases 34,272,965 29,522,692 Premises and equipment, net 495,887 450,806 Accrued interest and other assets 4,335,066 3,837,773 ------------- ------------- Total Assets $ 46,753,844 $ 41,041,267 ============= ============= Liabilities and Shareholders' Equity - ------------------------------------ Deposits: Noninterest bearing $ 4,942,011 $ 4,693,268 Interest bearing 22,531,254 20,540,811 ------------- ------------- Total deposits 27,473,265 25,234,079 Federal funds purchased and security repurchase agreements 2,440,619 1,944,851 Other short-term borrowings 930,232 948,080 Long-term borrowings 9,404,002 7,205,154 Accrued expenses and other liabilities 1,672,495 1,667,452 ------------- ------------- Total liabilities 41,920,613 36,999,616 Shareholders' equity 4,833,231 4,041,651 ------------- ------------- Total Liabilities and Shareholders' Equity $ 46,753,844 $ 41,041,267 ============= =============
20 OVERVIEW -------- The Corporation's overall strategy is to drive earnings per share growth by: (1) expanding banking operations into faster growing regions beyond Wisconsin; (2) increasing the number of financial institutions to which the Corporation provides correspondent banking services and products; (3) expanding trust services and other wealth management product and service offerings; and (4) growing Metavante's business through organic growth, cross sales of technology products and acquisitions. The Corporation continues to focus on its key metrics of growing revenues through balance sheet growth, fee-based income growth and strong credit quality. Management believes that the Corporation has demonstrated solid fundamental performance in each of these key areas and as a result, the first quarter of 2006 produced strong financial results. Net income for the first quarter of 2006 amounted to $186.8 million compared to $165.3 million for the same period in the prior year, an increase of $21.5 million, or 13.0%. Diluted earnings per share were $0.78 for the three months ended March 31, 2006, compared with $0.71 for the three months ended March 31, 2005, an increase of 9.9%. The return on average assets and average equity was 1.62% and 15.67%, respectively, for the quarter ended March 31, 2006, and 1.63% and 16.59%, respectively, for the quarter ended March 31, 2005. Earnings growth for the three months ended March 31, 2006 compared to the three months ended March 31, 2005 was attributable to a number of factors. The increase in net interest income was driven by loan and bank-issued deposit growth. Strong credit quality and recoveries above historical levels have resulted in net charge-offs that continue to be below the Corporation's five-year historical average. Metavante continued to exhibit growth in both revenue and earnings which was attributable to, in part, to the impact of its acquisition activities as well as success in retaining and cross-selling products and services to its core customer base. The acquisition activities included one acquisition completed in the first quarter of 2006, two acquisitions completed in the fourth quarter of 2005, three acquisition completed in the third quarter of 2005 and one acquisition completed in the first quarter of 2005. Net investment securities gains were not significant in the first quarter of 2006. During the first quarter of 2005 the Corporation realized a gain due to the change in control of PULSE EFT Associates. These factors along with continued expense management resulted in the reported earnings growth in the first quarter of 2006 compared to the first quarter of 2005. Management continues to believe that the 2006 outlook provided in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 is generally still representative of its expectations for the year ended December 31, 2006. Management expects Metavante revenue will be at the high end of the previously forecasted revenue projection of $1.4 billion to $1.5 billion including all acquisitions and the transfer of external item processing which is discussed in the next section. As discussed in Note 5 in Notes to Financial Statements, the previously announced banking acquisitions closed on April 1, 2006. Management continues to estimate that these acquisitions combined will be modestly dilutive in 2006. The Corporation's actual results for the year ended December 31, 2006 could differ materially from those expected by management. See "Forward-Looking Statements" in this Form 10-Q and "Risk Factors" in Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005, for a discussion of the various risk factors that could cause actual results to be different than expected results. NOTEWORTHY TRANSACTIONS AND EVENTS ---------------------------------- Some of the more noteworthy transactions and events that occurred in the three months ended March 31, 2006 and 2005 consisted of the following: 21 First quarter 2006 - ------------------ On January 1, 2006 the Corporation adopted the accounting standard that requires share-based compensation to be expensed. The Corporation elected the Modified Retrospective Application to implement this new accounting standard. Under that method all prior period consolidated and segment financial information was adjusted to reflect the effect of expensing share-based compensation plans which were not previously expensed. Prior to the adoption of the new standard, the Corporation used the intrinsic method of accounting for stock options. Under that method generally, no compensation expense was recognized for stock option awards or the Corporation's employee stock purchase plan ("ESPP"). Shareholders' equity as of January 1, 2006 increased $67.7 million due to the deferred income tax benefit recognized from applying the Modified Retrospective Application method of adoption. For the three months ended March 31, 2006, salaries and employee benefits expense includes $7.5 million of expense for stock options and the ESPP, which reduced net income by $4.9 million or $0.02 per diluted share. Assuming the same number of awards granted in 2005 and the same fair values, the Corporation expects that the additional compensation expense associated with stock options and the ESPP will be dilutive to the Corporation's operating results for the year ended December 31, 2006 by approximately $0.10 per diluted share compared to $0.11 per diluted share for the year ended December 31, 2005 as adjusted. The Corporation's largest stock option awards have historically been granted during the fourth quarter and expense for stock options is larger in the fourth quarter compared to the other quarters in any given year. Under the existing plans, awards to individuals who meet certain age and years of service criteria at the date of grant immediately vest and therefore the full fair value of those awards are immediately expensed. See Note 11 in Notes to Financial Statements for further information. Beginning with the first quarter of 2006, the Corporation included certain loan and lease fees, primarily prepayment fees, in reported interest income on loans and leases. Previously, these fees were reported in Other income. Such fees are in addition to loan origination fees that are capitalized and amortized over the life of a loan or lease on a basis that produces a level yield in accordance with existing accounting standards. Including these fees in interest income may result in more volatility in net interest income and the net interest margin. However, management believes this reclassification will improve comparability of the net interest margin between the Corporation and its peer banking group. All prior periods have been restated for this reclassification. On January 1, 2006 the Banking segment transferred its external item processing business, including all check-processing client relationships, to Metavante. This transfer, together with recent investments in electronic check image technology, enables Metavante to provide its clients with an end-to-end image solution that includes check truncation at the point of first presentment, image exchange through the Endpoint Exchange Network and final settlement. As a result of the transfer, the previously reported Other income line, Item processing, was reclassified to Data processing services in the Consolidated Statements of Income and prior period segment financial information for both the Banking segment and Metavante has been adjusted for the transfer. The transfer did not materially affect the period to period comparability of Data processing services revenue or segment related information. See Note 14 in Notes to Financial Statements for segment information. First quarter 2005 - ------------------ As a result of adopting the accounting standard that requires share-based compensation to be expensed, as previously discussed, adjusted Salaries and employee benefits expense for the three months ended March 31, 2005 includes $6.5 million of expense for stock options and the ESPP which reduced previously reported net income by $4.3 million or $0.02 per diluted share. Shareholders' equity at March 31, 2005 increased $63.2 million as a result of the adjustments. See Note 11 in Notes to Financial Statements for further information. During the first quarter of 2005, the Corporation's Banking segment's investment in certain membership interests of PULSE EFT Associates ("PULSE") was liquidated by PULSE due to a change in control. The cash received resulted in a pre-tax gain of $5.6 million which is reported in Net investment securities gains (losses) in the Consolidated Statements of Income. NET INTEREST INCOME ------------------- Net interest income is the difference between interest earned on earning assets and interest owed on interest bearing liabilities. Net interest income represented approximately 40.7% of the Corporation's source of revenues for the three months ended March 31, 2006 compared to 42.6% for the three months ended March 31, 2005. Net interest income for the first quarter of 2006 amounted to $324.6 million compared to $298.9 million reported for the first quarter of 2005, an increase of $25.7 million or 8.6%. Loan growth and the growth in noninterest bearing and other bank-issued deposits were the primary contributors to the increase in net interest income. Factors negatively affecting net interest income compared to the prior year quarter included the impact of the financing costs associated with Metavante's 2005 acquisitions, common stock buybacks and the re-financing of longer-term funding sources that matured during the first quarter of 2006. Average earning assets in the first quarter of 2006 amounted to $41.3 billion compared to $36.2 billion in the first quarter of 2005, an increase of $5.1 billion or 14.1%. Average loans and leases accounted for $4.8 billion of the growth in average earning assets in the first quarter of 2006 compared to the first quarter of 2005. Average investment securities increased $0.2 billion over the prior year quarter. Average interest bearing liabilities increased $4.7 billion or 15.2% in the first quarter of 2006 compared to the first quarter of 2005. Average interest bearing deposits increased $2.0 billion or 9.7% in the first quarter of 2006 compared to the first quarter of last year. Average total borrowings, primarily long-term borrowings, increased $2.7 billion or 26.5% in the first quarter of 2006 compared to the same period in 2005. 22 Average noninterest bearing deposits increased $0.2 billion or 5.3% in the three months ended March 31, 2006 compared to the same period last year. The growth and composition of the Corporation's quarterly average loan and lease portfolio for the current quarter and previous four quarters are reflected in the following table ($ in millions): Consolidated Average Loans and Leases -------------------------------------
2006 2005 Growth Pct. --------- ---------------------------------------- ------------------ First Fourth Third Second First Prior Quarter Quarter Quarter Quarter Quarter Annual Quarter --------- --------- --------- --------- --------- -------- --------- Commercial Loans and Leases - --------------------------- Commercial $ 9,839 $ 9,290 $ 9,126 $ 8,932 $ 8,460 16.3 % 5.9 % Commercial real estate Commercial mortgages 8,839 8,850 8,661 8,509 8,275 6.8 (0.1) Construction 1,742 1,564 1,484 1,358 1,241 40.3 11.4 -------- -------- -------- -------- -------- ------ ------ Total commercial real estate 10,581 10,414 10,145 9,867 9,516 11.2 1.6 Commercial lease financing 493 471 462 425 398 23.9 4.7 -------- -------- -------- -------- -------- ------ ------ Total Commercial Loans and Leases 20,913 20,175 19,733 19,224 18,374 13.8 3.7 Personal Loans and Leases - ------------------------- Residential real estate Residential mortgages 5,190 4,855 4,537 3,986 3,562 45.7 6.9 Construction 2,085 1,862 1,633 1,382 1,167 78.7 12.0 -------- -------- -------- -------- -------- ------ ------ Total residential real estate 7,275 6,717 6,170 5,368 4,729 53.8 8.3 Personal loans Student 99 78 74 78 88 12.7 26.2 Credit card 227 233 228 217 217 4.6 (2.6) Home equity loans and lines 4,706 4,822 4,905 5,098 5,131 (8.3) (2.4) Other 1,289 1,245 1,241 1,186 1,217 5.9 3.5 -------- -------- -------- -------- -------- ------ ------ Total personal loans 6,321 6,378 6,448 6,579 6,653 (5.0) (0.9) Personal lease financing 132 132 128 123 128 3.2 0.1 -------- -------- -------- -------- -------- ------ ------ Total Personal Loans and Leases 13,728 13,227 12,746 12,070 11,510 19.3 3.8 -------- -------- -------- -------- -------- ------ ------ Total Consolidated Average Loans and Leases $ 34,641 $ 33,402 $ 32,479 $ 31,294 $ 29,884 15.9 % 3.7 % ======== ======== ======== ======== ======== ====== ======
Total consolidated average loans and leases increased $4.8 billion or 15.9% in the first quarter of 2006 compared to the first quarter of 2005. Total average commercial loan and lease growth was $2.6 billion, a 13.8% increase in the current quarter compared to the first quarter of 2005. Approximately 54.3% of the growth in total average commercial loans and leases was attributable to commercial and industrial loans. Total average personal loans and leases increased $2.2 billion or 19.3% in the first quarter of 2006 compared to the first quarter of 2005. This growth was driven primarily by growth in residential real estate loans, which increased $2.5 billion or 53.8%. Average home equity loans and lines decreased $425 million or 8.3% in the first quarter of 2006 compared to the first quarter of 2005. From a production standpoint, residential real estate loan closings in the first quarter of 2006 were $1.2 billion or 2.9% greater than loan closings in the first quarter of 2005 and were $0.2 billion or 14.3% lower than loan closings in the fourth quarter of 2005. Total average commercial loan and lease growth continued to be strong in the first quarter of 2006. Management attributes the loan growth to the strength of the local economies in the markets the Corporation serves, new business and continued customer satisfaction. Management continues to expect that organic commercial loan growth (as a percentage) will reach low double digits in 2006. The basis for this expectation includes continued success in attracting new customers in all of the Corporation's markets and continued modest economic growth in the primary markets that the Corporation serves. Home equity loans and lines, which includes M&I's wholesale activity, continue to be one of the primary consumer loan products. Average home equity loans and lines declined in the first quarter of 2006 compared to the first quarter of 2005. This is consistent with what is occurring in many parts of the country. The softer home equity market, combined with the Corporation's continued sales of loans sold at origination in response to the increased demand for home equity products with higher loan-to-value characteristics, will impact balance sheet organic loan growth. Management does not expect this trend to change in the near term. 23 The Corporation sells some of its residential real estate production (residential real estate and home equity loans) in the secondary market. Selected residential real estate loans with rate and term characteristics that are considered desirable are periodically retained in the portfolio. For the three months ended March 31, 2006 and 2005 real estate loans sold to investors amounted to $0.6 billion and $0.4 billion, respectively. At March 31, 2006 and 2005, the Corporation had approximately $120.7 million and $103.9 million of mortgage loans held for sale, respectively. Gains from the sale of mortgage loans amounted to $10.7 million in the first quarter of 2006 compared to $6.9 million in the first quarter of 2005. Auto loans securitized and sold in the first quarters of 2006 and 2005 amounted to $0.2 billion and $0.1 billion, respectively. Net gains from the sale and securitization of auto loans were $0.1 million for the first quarter of 2006 compared to net losses of $0.4 million in the first quarter of 2005. The losses in the first quarter of 2005, were primarily due to lower loan interest spreads associated with new auto loan production in a rising interest rate environment. Auto loans held for sale amounted to $38.4 million at March 31, 2006. The Corporation anticipates that it will continue to divest itself of selected assets through sale or securitization in future periods. The growth and composition of the Corporation's quarterly average deposits for the current and previous four quarters are as follows ($ in millions): Consolidated Average Deposits -----------------------------
2006 2005 Growth Pct. --------- ---------------------------------------- ------------------ First Fourth Third Second First Prior Quarter Quarter Quarter Quarter Quarter Annual Quarter --------- --------- --------- --------- --------- -------- --------- Bank issued deposits - -------------------- Noninterest bearing deposits Commercial $ 3,473 $ 3,687 $ 3,589 $ 3,377 $ 3,263 6.4 % (5.8)% Personal 943 942 932 958 930 1.4 (0.0) Other 526 566 528 491 500 5.2 (7.1) -------- -------- -------- -------- -------- ------ ------ Total noninterest bearing deposits 4,942 5,195 5,049 4,826 4,693 5.3 (4.9) Interest bearing deposits Savings and NOW 2,831 2,911 3,049 3,149 3,281 (13.7) (2.7) Money market 6,599 6,354 6,047 5,819 5,692 15.9 3.9 Foreign activity 1,034 1,084 932 882 904 14.3 (4.6) -------- -------- -------- -------- -------- ------ ------ Total interest bearing deposits 10,464 10,349 10,028 9,850 9,877 5.9 1.1 Time deposits Other CDs and time deposits 3,509 3,354 3,095 2,951 2,787 25.9 4.7 CDs greater than $100,000 2,035 1,703 1,421 1,243 1,074 89.5 19.5 -------- -------- -------- -------- -------- ------ ------ Total time deposits 5,544 5,057 4,516 4,194 3,861 43.6 9.6 -------- -------- -------- -------- -------- ------ ------ Total bank issued deposits 20,950 20,601 19,593 18,870 18,431 13.7 1.7 Wholesale deposits - ------------------ Money market 887 1,074 1,068 1,077 1,073 (17.4) (17.3) Brokered CDs 3,874 4,752 4,615 4,437 4,761 (18.6) (18.5) Foreign time 1,762 897 1,076 1,086 969 81.8 96.4 -------- -------- -------- -------- -------- ------ ------ Total wholesale deposits 6,523 6,723 6,759 6,600 6,803 (4.1) (3.0) -------- -------- -------- -------- -------- ------ ------ Total consolidated average deposits $ 27,473 $ 27,324 $ 26,352 $ 25,470 $ 25,234 8.9 % 0.5 % ======== ======== ======== ======== ======== ====== ======
Average total bank issued deposits increased $2.5 billion or 13.7% in the first quarter of 2006 compared to the first quarter of 2005. Average noninterest bearing deposits increased $0.2 billion, average bank-issued interest bearing deposits increased $0.6 billion and average bank issued time deposits increased $1.7 billion in the current quarter compared to the first quarter of the prior year. Noninterest bearing deposit balances tend to exhibit some seasonality with a trend of balances declining somewhat in the early part of the year followed by growth in balances throughout the remainder of the year. A portion of the noninterest balances, especially commercial balances, is sensitive to the interest rate environment. Larger balances tend to be maintained when overall interest rates are low and smaller balances tend to be maintained as overall interest rates increase. 24 As interest rates have risen, the Corporation has increasingly been able to competitively price deposit products which has contributed to the growth in average bank-issued interest bearing deposits and average bank issued time deposits. In commercial banking, the focus remains on developing deeper relationships by capitalizing on cross-sale opportunities. Incentive plans based on the sale of treasury management products and services are 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. For the three months ended March 31, 2006, average wholesale deposits decreased $0.3 billion, or 4.1% compared to the three months ended March 31, 2005. During the first quarter of 2006, a significant portion of longer-term institutional certificates of deposits matured and were re- financed at a higher cost. These deposits are funds in the form of deposits generated through distribution channels other than M&I's own banking branches. The Corporation continues to make use of wholesale funding alternatives, especially brokered and institutional certificates of deposit. These deposits allow the Corporation's bank subsidiaries to gather funds across a wider geographic base and at pricing levels considered attractive, where the underlying depositor may be retail or institutional. During the first quarter of 2006, the Corporation issued $250.0 million of fixed rate senior notes. The fixed rate senior notes mature in 2011 and have a coupon rate of 5.35%. Also during the first quarter of 2006, $500.0 million of floating rate senior bank notes were issued. These floating rate senior bank notes mature in 2008 and have a coupon rate that is indexed to the three-month London Inter-Bank Offered Rate. During the first quarter of 2006, $250.0 million of senior bank notes - Extendible Liquidity Securities matured. During the first quarter of 2005 the Corporation obtained a new floating rate advance from the Federal Home Loan Bank ("FHLB") aggregating $250.0 million. The FHLB advance matures in 2011 and was converted to a fixed rate through the use of an interest rate swap. During the first quarter of 2005, $900.0 million of senior bank notes with an annual weighted average coupon interest rate of 4.13% were issued. The notes mature at various times beginning in 2008 through 2017. 25 The Corporation's consolidated average interest earning assets and interest bearing liabilities, interest earned and interest paid for the three months ended March 31, 2006 and 2005, are presented in the following tables ($ in millions): Consolidated Yield and Cost Analysis ------------------------------------
Three Months Ended Three Months Ended March 31, 2006 March 31, 2005 --------------------------- --------------------------- Average Average Average Yield or Average Yield or Balance Interest Cost (b) Balance Interest Cost (b) --------------------------- --------------------------- Loans and leases: (a) Commercial loans and leases $ 10,332.6 $ 175.3 6.88 % $ 8,857.6 $ 120.8 5.53 % Commercial real estate loans 10,580.4 181.1 6.94 9,516.4 138.6 5.91 Residential real estate loans 7,275.3 122.8 6.85 4,729.0 67.2 5.77 Home equity loans and lines 4,705.9 81.0 6.98 5,130.8 75.1 5.94 Personal loans and leases 1,747.0 29.2 6.77 1,649.8 22.8 5.60 ---------- ------- ------- ---------- ------- ------- Total loans and leases 34,641.2 589.4 6.90 29,883.6 424.5 5.76 Investment securities (b): Taxable 4,979.4 57.9 4.64 4,822.8 51.9 4.37 Tax Exempt (a) 1,340.6 23.4 7.20 1,278.2 23.0 7.48 ---------- ------- ------- ---------- ------- ------- Total investment securities 6,320.0 81.3 5.17 6,101.0 74.9 5.01 Trading securities (a) 34.2 0.1 0.87 23.1 0.1 1.23 Other short-term investments 315.7 3.5 4.58 187.0 1.3 2.91 ---------- ------- ------- ---------- ------- ------- Total interest earning assets $ 41,311.1 $ 674.3 6.61 % $ 36,194.7 $ 500.8 5.62 % ========== ======= ======= ========== ======= ======= Interest bearing deposits: Bank issued deposits: Bank issued interest bearing activity deposits $ 10,464.3 $ 74.7 2.89 % $ 9,877.1 $ 33.6 1.38 % Bank issued time deposits 5,544.3 53.3 3.90 3,861.0 26.1 2.74 ---------- ------- ------- ---------- ------- ------- Total bank issued deposits 16,008.6 128.0 3.24 13,738.1 59.7 1.76 Wholesale deposits 6,522.6 70.1 4.36 6,802.7 43.8 2.61 ---------- ------- ------- ---------- ------- ------- Total interest bearing deposits 22,531.2 198.1 3.57 20,540.8 103.5 2.04 Short-term borrowings 3,370.9 39.3 4.73 2,892.9 21.9 3.08 Long-term borrowings 9,404.0 104.4 4.50 7,205.2 68.4 3.85 ---------- ------- ------- ---------- ------- ------- Total interest bearing liabilities $ 35,306.1 $ 341.8 3.93 % $ 30,638.9 $ 193.8 2.57 % ========== ======= ======= ========== ======= ======= Net interest margin (FTE) $ 332.5 3.26 % $ 307.0 3.44 % ======= ======= ======= ======= Net interest spread (FTE) 2.68 % 3.05 % ======= =======
(a) Fully taxable equivalent ("FTE") basis, 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 net interest margin FTE decreased 18 basis points from 3.44% in the first quarter of 2005 to 3.26% in the first quarter of 2006. Compared to the fourth quarter of 2005 the net interest margin FTE decreased 12 basis points from 3.38% in the fourth quarter of 2005 to 3.26% in the first quarter of 2006. During the fourth quarter of 2005, interest recoveries, which vary from period to period, contributed approximately 3 basis points to the net interest margin FTE. Approximately 6 basis points of the decline from the fourth quarter of 2005 was due to scheduled re-financings previously discussed. Also as previously discussed, the normal seasonality of the Corporation's noninterest bearing bank issued deposits had a negative impact of approximately 2 basis points in the first quarter of 2006 compared to the fourth quarter of 2005. Beginning with the first quarter of 2006, the Corporation included certain loan and lease fees in interest income on loans and leases. All prior periods have been restated for this reclassification. The Corporation estimates that the net interest margin FTE increased by approximately 9 basis points in the first quarter of 2006, 9 basis points in the fourth quarter of 2005 and 8 basis points in the first quarter of 2005 due to this reclassification. 26 Compared to the fourth quarter of 2005, management expects a more modest downward pressure on the net interest margin FTE for the remainder of 2006. Management anticipates that loan spreads will most likely continue to narrow, particularly in a rising interest rate environment, and as the economy improves, the Corporation's capacity to generate loans may exceed its ability to generate appropriately priced deposits. Net interest income and the net interest margin percentage can vary and continue to be influenced by loan and deposit growth, product spreads, pricing competition in the Corporation's markets, prepayment activity, future interest rate changes and various other factors. PROVISION FOR LOAN AND LEASE LOSSES AND CREDIT QUALITY ------------------------------------------------------ The following tables present comparative consolidated credit quality information as of March 31, 2006, and the prior four quarters: Nonperforming Assets -------------------- ($000's)
2006 2005 ----------- -------------------------------------------------- First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter ----------- ----------- ----------- ----------- ----------- Nonaccrual $ 144,484 $ 134,718 $ 141,408 $ 126,920 $ 124,416 Renegotiated 138 143 148 176 220 Past due 90 days or more 4,523 5,725 5,743 4,514 5,314 ---------- ---------- ---------- ---------- ---------- Total nonperforming loans and leases 149,145 140,586 147,299 131,610 129,950 Other real estate owned 8,207 8,869 8,774 9,124 6,770 ---------- ---------- ---------- ---------- ---------- Total nonperforming assets $ 157,352 $ 149,455 $ 156,073 $ 140,734 $ 136,720 ========== ========== ========== ========== ========== Allowance for loan and lease losses $ 368,760 $ 363,769 $ 362,257 $ 360,138 $ 358,280 ========== ========== ========== ========== ==========
Consolidated Statistics -----------------------
2006 2005 ----------- -------------------------------------------------- First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter ----------- ----------- ----------- ----------- ----------- Net charge-offs to average loans and leases annualized 0.07% 0.14% 0.10% 0.15% 0.11% Total nonperforming loans and leases to total loans and leases 0.42 0.41 0.44 0.41 0.42 Total nonperforming assets to total loans and leases and other real estate owned 0.45 0.44 0.47 0.44 0.45 Allowance for loan and lease losses to total loans and leases 1.05 1.06 1.09 1.12 1.17 Allowance for loan and lease losses to total nonperforming loans and leases 247 259 246 274 276
27 Nonaccrual Loans and Leases By Type ----------------------------------- ($000's)
2006 2005 ----------- -------------------------------------------------- First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter ----------- ----------- ----------- ----------- ----------- Commercial Commercial, financial and agricultural $ 50,103 $ 43,730 $ 47,644 $ 35,777 $ 37,587 Lease financing receivables 1,399 1,539 3,012 3,990 4,882 ---------- ---------- ---------- ---------- ---------- Total commercial 51,502 45,269 50,656 39,767 42,469 Real estate Construction and land development 3,276 913 3,057 1,500 785 Commercial mortgage 30,633 28,644 30,351 37,107 28,115 Residential mortgage 57,425 57,982 56,488 47,797 52,056 ---------- ---------- ---------- ---------- ---------- Total real estate 91,334 87,539 89,896 86,404 80,956 Personal 1,648 1,910 856 749 991 ---------- ---------- ---------- ---------- ---------- Total nonaccrual loans and leases $ 144,484 $ 134,718 $ 141,408 $ 126,920 $ 124,416 ========== ========== ========== ========== ==========
Reconciliation of Allowance for Loan and Lease Losses ----------------------------------------------------- ($000's)
2006 2005 ----------- -------------------------------------------------- First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter ----------- ----------- ----------- ----------- ----------- Beginning balance $ 363,769 $ 362,257 $ 360,138 $ 358,280 $ 358,110 Provision for loan and lease losses 10,995 12,995 9,949 13,725 8,126 Loans and leases charged-off Commercial 3,869 9,481 2,256 3,767 6,036 Real estate 2,901 3,110 6,576 8,190 3,339 Personal 3,727 5,213 3,186 3,765 3,416 Leases 189 226 337 380 246 ---------- ---------- ---------- ---------- ---------- Total charge-offs 10,686 18,030 12,355 16,102 13,037 Recoveries on loans and leases Commercial 2,715 4,256 2,634 2,264 2,604 Real estate 263 374 575 413 1,380 Personal 971 781 787 782 719 Leases 733 1,136 529 776 378 ---------- ---------- ---------- ---------- ---------- Total recoveries 4,682 6,547 4,525 4,235 5,081 ---------- ---------- ---------- ---------- ---------- Net loans and leases charge-offs 6,004 11,483 7,830 11,867 7,956 ---------- ---------- ---------- ---------- ---------- Ending balance $ 368,760 $ 363,769 $ 362,257 $ 360,138 $ 358,280 ========== ========== ========== ========== ==========
Nonperforming assets consist of nonperforming loans and leases and other real estate owned ("OREO"). OREO is principally comprised of commercial and residential properties acquired in partial or total satisfaction of problem loans and amounted to $8.2 million at March 31, 2006, compared to $8.9 million at December 31, 2005 and $6.8 million at March 31, 2005. 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 are 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. 28 At March 31, 2006, nonperforming loans and leases amounted to $149.1 million or 0.42% of consolidated loans and leases compared to $140.6 million or 0.41% of consolidated loans and leases at December 31, 2005, and $130.0 million or 0.42% of consolidated loans and leases at March 31, 2005. At March 31, 2006 nonperforming loans and leases increased $8.5 million or 6.1% compared to nonperforming loans and leases at December 31, 2005. Despite the increase, the ratio of nonperforming loans and leases to consolidated loans and leases at March 31, 2006 and at each quarter end throughout 2005 has remained in a fairly narrow range and continues to be below management's expectations. Nonaccrual loans and leases continue to be the primary source of nonperforming loans and leases. Since December 31, 2005, nonaccrual commercial and industrial loans and nonaccrual commercial real estate loans have been the largest contributors to the increase in nonaccrual loans and leases. Net charge-offs amounted to $6.0 million or 0.07% of average loans and leases in the first quarter of 2006 compared to $11.5 million or 0.14% of average loans and leases in the fourth quarter of 2005 and $8.0 million or 0.11% of average loans and leases in the first quarter of 2005. The lower level of net charge-offs experienced throughout 2005 and the first three months of 2006 has to some extent been the result of higher than normal recoveries. Based on the status of some of the larger charge-offs recognized in recent quarters, management expects recoveries will likely return to lower levels in future periods. Recoveries in the first quarter of 2006 were $4.7 million compared to $6.5 million in the fourth quarter of 2005 and $5.1 million in the first quarter of 2005. The ratio of recoveries to charge-offs was 43.8% in the first quarter of 2006 which was above the Corporation's five year historical average ratio of recoveries to charge-offs of 27.9%. Management continues to expect the longer term level of nonperforming loans and leases to be in the range of 50-60 basis points of total loans and leases and expects net charge-offs to trend to historical levels. Management does not believe that current net charge-off levels are sustainable indefinitely. The provisions for loan and lease losses amounted to $11.0 million for the three months ended March 31, 2006 compared to $13.0 million for the three months ended December 31, 2005 and $8.1 million for the three months ended March 31, 2005. The allowance for loan and lease losses as a percent of consolidated loans and leases outstanding was 1.05% at March 31, 2006, 1.06% at December 31, 2005 and 1.17% at March 31, 2005. OTHER INCOME ------------ Other income or noninterest sources of revenue represented approximately 59.3% and 57.4% of the Corporation's total sources of revenues for the three months ended March 31, 2006 and 2005, respectively. Total other income in the first quarter of 2006 amounted to $472.8 million compared to $402.5 million in the same period last year, an increase of $70.3 million or 17.5%. The increase in other income was primarily due to growth in data processing services, trust services revenue and mortgage banking revenue. Data processing services revenue amounted to $343.0 million in the first quarter of 2006 compared to $282.9 million in the first quarter of 2005, an increase of $60.1 million or 21.2%. Revenue growth continued throughout the segment due to revenue associated with acquisitions, higher transaction volumes in core processing activity, payment processing and electronic banking and an increase in healthcare eligibility and payment card production. Revenue associated with Metavante's acquisitions completed in 2006 and 2005 contributed a significant portion of the revenue growth in the three months ended March 31, 2006, compared to the three months ended March 31, 2005. The acquisition related revenue growth includes cross sales of acquired products to clients across the entire segment. Due to the focus of some of the acquired companies on software sales and the retail marketplace, Data processing services revenue will tend to be somewhat more cyclical and seasonal in nature. Total buyout revenue, which varies from period to period, decreased $1.1 million in the current quarter compared to the first quarter of last year. On January 1, 2006 the Banking segment transferred its external item processing business, including all check-processing client relationships, to Metavante. This transfer, together with recent investments in electronic check image technology, enables Metavante to provide its clients with an end-to-end image solution that includes check truncation at the point of first presentment, image exchange through the Endpoint Exchange Network and final settlement. As a result of the transfer, the previously reported Other income line, Item processing, was reclassified to Data processing services in the Consolidated Statements of Income and prior period segment financial information for both the Banking segment and Metavante has been adjusted for the transfer. The transfer did not materially affect the period to period comparability of Data processing services revenue or segment related information. 29 Management expects that Metavante revenue (internal and external) for the year ended December 31, 2006 will be at the high end of the previously forecasted revenue projection of $1.4 billion to $1.5 billion. Organic revenue growth rates are expected to exceed prior year levels and segment income will continue to improve. These expectations include the impact of all acquisitions and the transfer of external item processing. Trust services revenue amounted to $45.9 million in the first quarter of 2006 compared to $40.3 million in the first quarter of 2005, an increase of $5.6 million or 13.9%. A portion of the revenue growth was attributable to the 2006 acquisition of certain assets of First Trust Indiana. The remainder of the increase in revenue was due to sales efforts that continue to emphasize cross-selling and integrated delivery. Assets under management were approximately $19.8 billion at March 31, 2006, compared to $18.9 billion at December 31, 2005, and $18.1 billion at March 31, 2005. Service charges on deposits amounted to $22.8 million in the first quarter of 2006 compared to $23.6 million in the first quarter of 2005, a decrease of $0.8 million. A portion of this source of fee income is sensitive to changes in interest rates. In a rising interest rate environment, customers that pay for services by maintaining eligible deposit balances receive a higher earnings credit which results in lower fee income. Service charges on deposits associated with commercial demand deposits accounted for the majority of the decline in this revenue in the three months ended March 31, 2006 compared to the three months ended March 31, 2005. Total mortgage banking revenue was $12.5 million in the first quarter of 2006 compared with $8.2 million in the first quarter of 2005, an increase of $4.3 million. For the three months ended March 31, 2006 and 2005, the Corporation sold $0.6 billion and $0.4 billion of residential mortgage and home equity loans to the secondary market, respectively. As previously discussed, the Corporation continues to sell home equity loans at origination partly in response to the increased demand for home equity products with higher loan-to-value characteristics. Retained interests in the form of mortgage servicing rights on residential mortgage loans sold amounted to $0.3 million for the three months ended March 31, 2006 and $0.2 million for the three months ended March 31, 2005. Net investment securities gains amounted to $1.1 million and $5.8 million for the three months ended March 31, 2006 and March 31, 2005, respectively. As previously discussed, during the first quarter of 2005, the Corporation's banking segment's investment in certain membership interests of PULSE was liquidated by PULSE. The cash received resulted in a pre-tax gain of $5.6 million. Other income in the first quarter of 2006 amounted to $40.6 million compared to $35.4 million in the first quarter of 2005, an increase of $5.2 million or 14.8%. The increase in other income in the first quarter of 2006 compared to the first quarter of 2005 was primarily due to increases in card related fees, auto securitization related income and trading and investment fees. Other income for the three months ended March 31, 2006 includes a gain of $1.2 million from a branch divestiture. Other income for the three months ended March 31, 2005 includes a gain of $0.8 million from a required sale of a facility. OTHER EXPENSE ------------- Total other expense for the three months ended March 31, 2006 amounted to $505.1 million compared to $443.0 million for the three months ended March 31, 2005, an increase of $62.1 million or 14.0%. Total other expense for the three months ended March 31, 2006 included the operating expenses associated with Metavante's 2005 and 2006 acquisitions which had a significant impact on the period to period comparability of operating expenses in 2006 compared to 2005. Approximately $38.3 million of the operating expense growth in the first quarter of 2006 compared to the first quarter of 2005 was attributable to the acquisitions. The operating expenses of the acquired entities have been included in the Corporation's consolidated operating expenses from the dates the transactions were completed. The Corporation estimates that its expense growth in the three months ended March 31, 2006 compared to the three months ended March 31, 2005, excluding the effects of Metavante's acquisitions, was approximately $23.8 million or 5.4%. 30 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 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 March 31, 2006, and prior four quarters were: Efficiency Ratios -----------------
Three Months Ended --------------------------------------------------------------------- March 31, December 31, September 30, June 30, March 31, 2006 2005 2005 2005 2005 ------------ ------------- -------------- ------------- ------------- Consolidated Corporation 62.8 % 64.1 % 62.5 % 60.9 % 62.9 % Consolidated Corporation Excluding Metavante 48.8 % 51.5 % 50.8 % 49.9 % 50.6 %
Salaries and employee benefits expense amounted to $277.4 million in the first quarter of 2006 compared to $245.1 million in the first quarter of 2005, an increase of $32.3 million or 13.2%. Salaries and benefits associated with Metavante acquisitions previously discussed accounted for approximately $15.3 million of the increase in salaries and employee benefits expense in the first quarter of 2006 compared to the first quarter of 2005. Other contributors included increased expense for product development and increased expense associated with professional services revenue at Metavante, increased incentive compensation associated with loan and deposit growth, increased personnel to build out product lines in markets outside Wisconsin and for de novo branch expansion by the banking segment and increased expense associated with the Trust acquisition. For the first quarter of 2006, occupancy and equipment expense amounted to $57.8 million compared to $53.4 million in the first quarter of 2005, an increase of $4.4 million or 8.3%. Metavante's acquisitions accounted for approximately $2.9 million of the increase in occupancy and equipment expense in the three months ended March 31, 2006 compared to the three months ended March 31, 2005. Software expenses, processing charges, supplies and printing, professional services and shipping and handling expenses totaled $85.9 million in the first quarter of 2006 compared to $65.3 million in the first quarter of 2005, an increase of $20.6 million or 31.6%. Metavante's expense growth accounted for $20.4 million of the increase in expense for these items in the first quarter of 2006 compared to the first quarter of 2005. Metavante's acquisitions accounted for approximately $13.9 million of its increase in these expense items. Amortization of intangibles amounted to $8.9 million in the first quarter of 2006 compared to $8.1 million in the first quarter of 2005, an increase of $0.8 million. Amortization of core deposit intangibles, which is based on a declining balance method, decreased $0.5 million in the first quarter of 2006 compared to the first quarter of the prior year. For the three months ended March 31, 2006 compared to the three months ended March 31, 2005, intangibles amortization expense in connection with Metavante's acquisitions increased $1.8 million. Other expense amounted to $75.1 million in the first quarter of 2006 compared to $71.2 million in the first quarter of 2005, an increase of $3.9 million or 5.6%. Metavante's acquisitions accounted for approximately $3.7 million of the increase in other expense in the first three months of 2006 compared to the first three months of 2005. Other expense is affected by the capitalization of costs, net of amortization associated with software development and customer data processing conversions. Net software and conversion amortization was $2.7 million in the first quarter of 2006 compared to $5.8 million in the first quarter of 2005, resulting in a decrease to other expense over the comparative quarters of $3.1 million. INCOME TAXES ------------ The provision for income taxes for the three months ended March 31, 2006 amounted to $94.5 million or 33.6% of pre-tax income compared to $84.9 million or 33.9% of pre-tax income for the three months ended March 31, 2005. 31 LIQUIDITY AND CAPITAL RESOURCES ------------------------------- Shareholders' equity was $4.9 billion or 10.3% of total consolidated assets at March 31, 2006, compared to $4.7 billion or 10.2% of total consolidated assets at December 31, 2005, and $4.1 billion or 9.8% of total consolidated assets at March 31, 2005. The increase in shareholders' equity at March 31, 2006 was primarily due to earnings net of dividends paid. During the first quarter of 2006, the Corporation issued 527,864 shares of its common stock valued at $23.2 million in conjunction with Metavante's acquisition of AdminiSource Inc. Also during the first quarter of 2006, the Corporation issued 385,192 shares of its common stock valued at $16.9 million to fund its 2005 obligations under its retirement and employee stock ownership plans. On April 25, 2006, the Corporation announced that its Board of Directors increased the quarterly cash dividend on its common stock 12.5%, from $0.24 per share to $0.27 per share. The Corporation has a Stock Repurchase Program under which it may repurchase up to 12 million shares of its common stock annually. During the first quarter of 2006, the Corporation repurchased 1.0 million shares at an aggregate cost of $41.8 million or an average price of $41.79 per common share. In 2005 the Corporation entered into an equity distribution agreement whereby the Corporation may offer and sell up to 3.5 million shares of its common stock from time to time through certain designated sales agents. However, the Corporation will not sell more than the number of shares of its common stock necessary for the aggregate gross proceeds from such sales to reach $150.0 million. No sales occurred during the first quarter of 2006. At March 31, 2006, the net loss in accumulated other comprehensive income amounted to $43.7 million, which represented a negative change in accumulated other comprehensive income of $6.5 million since December 31, 2005. Net accumulated other comprehensive income associated with available for sale investment securities was a net loss of $46.9 million at March 31, 2006, compared to a net loss of $36.3 million at December 31, 2005, resulting in a net loss of $10.6 million over the three month period. Net accumulated other comprehensive income associated with the change in fair value of the Corporation's derivative financial instruments designated as cash flow hedges was a net gain of $4.1 million over the three month period. The Corporation continues to have a strong capital base and its regulatory capital ratios are significantly above the minimum requirements as shown in the following tables. The risk-based capital and leverage ratios at December 31, 2005 have not been adjusted for the adoption of SFAS 123(R). RISK-BASED CAPITAL RATIOS ------------------------- ($ in millions)
March 31, 2006 December 31, 2005 --------------------------------- --------------------------------- Amount Ratio Amount Ratio --------------------------------- --------------------------------- Tier 1 Capital $ 3,251 7.92 % $ 3,046 7.67 % Tier 1 Capital Minimum Requirement 1,641 4.00 1,588 4.00 ----------------- ------------- ----------------- ------------- Excess $ 1,610 3.92 % $ 1,458 3.67 % ================= ============= ================= ============= Total Capital $ 4,837 11.79 % $ 4,659 11.74 % Total Capital Minimum Requirement 3,281 8.00 3,176 8.00 ----------------- ------------- ----------------- ------------- Excess $ 1,556 3.79 % $ 1,483 3.74 % ================= ============= ================= ============= Risk-Adjusted Assets $ 41,020 $ 39,698 ================= =================
32 LEVERAGE RATIOS --------------- ($ in millions)
March 31, 2006 December 31, 2005 --------------------------------- --------------------------------- Amount Ratio Amount Ratio --------------------------------- --------------------------------- Tier 1 Capital $ 3,251 7.30 % $ 3,046 7.08 % Minimum Leverage Requirement 1,337 - 2,228 3.00 - 5.00 1,291 - 2,152 3.00 - 5.00 ----------------- ------------- ----------------- ------------- Excess $ 1,914 - 1,023 4.30 - 2.30 % $ 1,755 - 894 4.08 - 2.08 % ================= ============= ================= ============= Adjusted Average Total Assets $ 44,549 $ 43,039 ================= =================
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 $6.0 billion at March 31, 2006, represent a highly accessible source of liquidity. The Corporation's portfolio of held-to-maturity investment securities, which totaled $0.6 billion at March 31, 2006, provides liquidity from maturities and amortization payments. The Corporation's loans held for sale provide additional liquidity. These loans represent recently funded 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 $17.9 billion in the first quarter of 2006. The Corporation's banking affiliates may also access the federal funds markets or utilize collateralized borrowings such as treasury demand notes or FHLB advances. The banking affiliates may use wholesale deposits, which include foreign (Eurodollar) deposits. Wholesale deposits are funds in the form of deposits generated through distribution channels other than the Corporation's own banking branches. These deposits allow the Corporation's banking subsidiaries to gather funds across a national geographic base and at pricing levels considered attractive, where the underlying depositor may be retail or institutional. Access to wholesale deposits also provides the Corporation with the flexibility to not pursue single service time deposit relationships in markets that have experienced some unprofitable pricing levels. Wholesale deposits averaged $6.5 billion in the first quarter of 2006. The Corporation utilizes certain financing arrangements to meet its balance sheet management, funding, liquidity, and market or credit risk management needs. The majority of these activities are basic term or revolving securitization vehicles. These vehicles are generally funded through term-amortizing debt structures or with short-term commercial paper designed to be paid off based on the underlying cash flows of the assets securitized. These vehicles provide access to funding sources substantially separate from the general credit risk of the Corporation and its subsidiaries. See Note 8 to the Consolidated Financial Statements for an update of the Corporation's securitization activities in the first quarter of 2006. The Corporation's lead bank, M&I Marshall & Ilsley Bank (the "Bank"), has implemented a bank note program which permits it to issue up to $7.0 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. Bank notes outstanding at March 31, 2006 amounted to $6.0 billion of which $1.3 billion is subordinated and qualifies as supplementary capital for regulatory capital purposes. Bank notes issued during the first quarter of 2006 amounted to $500.0 million. The national capital markets represent a further source of liquidity to M&I. M&I has filed a number of shelf registration statements that are intended to permit M&I to raise funds through sales of corporate debt and/or equity securities with a relatively short lead time. During the third quarter of 2005, the Corporation amended the shelf registration statement originally filed with the Securities and Exchange Commission during the second quarter of 2004 to include the equity distribution agreement. The amended shelf registration statement enables the Corporation to issue various securities, including debt securities, common stock, preferred stock, depositary shares, purchase contracts, units, warrants, and trust preferred securities, up to an aggregate amount of $3.0 billion. Approximately $1.3 billion is available for future securities issuances. 33 During the fourth quarter of 2004, the Corporation filed a shelf registration statement with the Securities and Exchange Commission enabling the Corporation to issue up to 6.0 million shares of its common stock, which may be offered and issued from time to time in connection with acquisitions by M&I, Metavante and/or other consolidated subsidiaries of the Corporation. At March 31, 2006, there were 3.1 million shares of common stock available for future issuances. Under another shelf registration statement, the Corporation may issue up to $0.6 billion of medium-term Series F notes with maturities ranging from 9 months to 30 years and at fixed or floating rates. At March 31, 2006, Series F notes issued amounted to $250.0 million. The Corporation may issue up to $0.5 billion of medium-term MiNotes with maturities ranging from 9 months to 30 years and at fixed or floating rates. The MiNotes are issued in smaller denominations to attract retail investors. At March 31, 2006, MiNotes issued amounted to $0.2 billion. Additionally, the Corporation has a commercial paper program. At March 31, 2006, 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 $3.0 billion at March 31, 2006. Long-term borrowings amounted to $9.7 billion at March 31, 2006. The scheduled maturities of long-term borrowings including estimated interest payments at March 31, 2006 are as follows: $2.9 billion is due in less than one year; $3.1 billion is due in one to three years; $2.2 billion is due in three to five years; and $4.1 billion is due in more than five years. During the first quarter of 2006, the Corporation issued shares of its common stock valued at $16.9 million to fund a portion of its 2005 obligations under its retirement and employee stock ownership plans. There have been no other substantive changes to the Corporation's contractual obligations as reported in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005. OFF-BALANCE SHEET ARRANGEMENTS ------------------------------ At March 31, 2006, there have been no substantive changes with respect to the Corporation's off-balance sheet activities as disclosed in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005. See Note 8 to the Consolidated Financial Statements for an update of the Corporation's securitization activities in the first quarter of 2006. The Corporation continues to believe that based on the off-balance sheet arrangements with which it is presently involved, such off-balance sheet arrangements neither have, nor are reasonably likely to have, a material impact to its current or future financial condition, results of operations, liquidity or capital. CRITICAL ACCOUNTING POLICIES ---------------------------- The Corporation has established various accounting policies which govern the application of accounting principles generally accepted in the United 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 for the year ended December 31, 2005, and updated as necessary in its Quarterly Reports on Form 10-Q. Certain accounting policies involve significant judgments and assumptions by management that 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 judgments 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 judgments and assumptions made by management, actual results could differ from these judgments 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 continues to consider the following to be those accounting policies that require significant judgments and assumptions: Allowance for Loan and Lease Losses ----------------------------------- The allowance for loan and lease losses represents management's estimate of probable losses inherent in the Corporation's loan and lease portfolio. Management evaluates the allowance each quarter to determine that it is adequate to absorb these inherent losses. This evaluation is supported by a methodology that identifies estimated losses based on assessments of individual problem loans and historical loss patterns of homogeneous loan pools. In addition, environmental factors, including economic conditions and regulatory guidance, unique to each measurement date are also considered. This reserving methodology has the following components: 34 Specific Reserve. The Corporation's internal risk rating system is used to identify loans and leases that 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. For impaired loans, impairment is measured using one of three alternatives: (1) the present value of expected future cash flows discounted at the loan's effective interest rate; (2) the loan's observable market price, if available; or (3) the fair value of the collateral for collateral dependent loans and loans for which foreclosure is deemed to be probable. In general, these loans have been internally identified as credits requiring management's attention due to underlying problems in the borrower's business or collateral concerns. Subject to a minimum size, a quarterly review of these loans is performed to identify the specific reserve necessary to be allocated to each of these loans. This analysis considers expected future cash flows, the value of collateral and also other factors that may impact the borrower's ability to make payments when due. Collective Loan Impairment. This component of the allowance for loan and lease losses is comprised of two elements. First, 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 that 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 second element reflects management's recognition of the uncertainty and imprecision underlying the process of estimating losses. The internal risk rating system is used to identify those loans within certain industry segments that based on financial, payment or collateral performance, warrant closer ongoing monitoring by management. The specific loans mentioned earlier are excluded from this analysis. Based on management's judgment, reserve ranges are allocated to industry segments due to environmental conditions unique to the measurement period. Consideration is given to both internal and external environmental factors such as economic conditions in certain geographic or industry segments of the portfolio, economic trends, risk profile, and portfolio composition. Reserve ranges are then allocated using estimates of loss exposure that management has identified based on these economic trends or conditions. The following factors were taken into consideration in determining the adequacy of the allowance for loan and lease losses at March 31, 2006: In general, the economy is improving and the Corporation's customer base is showing signs of increased business activity as evidenced by the continued loan growth in this quarter. At March 31, 2006, allowances for loan and lease losses continue to be carried for exposures to manufacturing, healthcare, production agriculture (including dairy and cropping operations), truck transportation, accommodation, general contracting, motor vehicle and parts dealers and the airline industries. The majority of the commercial charge-offs incurred during the past three years were in these industry segments. While most loans in these categories are still performing, the Corporation continues to believe these sectors present a higher than normal risk due to their financial and external characteristics. Reduced revenues causing a declining utilization of the industry's capacity levels can affect collateral values and the amounts realized through the sale or liquidation. During the first quarter of 2006, the Corporation's commitments to Shared National Credits were approximately $3.3 billion with usage averaging around 44%. Many of the Corporation's largest charge-offs have come from the Shared National Credit portfolio. Although these factors result in an increased risk profile, as of March 31, 2006, Shared National Credit nonperforming loans amounted to $3.0 million. The Corporation's exposure to Shared National Credits is monitored closely given this lending group's loss experience. The Corporation's primary lending areas are Wisconsin, Arizona, Minnesota and Missouri. Each of these regions has cultural and environmental factors that are unique to them. At March 31, 2006, total nonperforming loans and leases as a percent of total loans and leases for the Missouri region was higher than the consolidated total of nonperforming loans and leases as a percent of total consolidated loans and leases. At March 31, 2006, nonperforming loans and leases amounted to $149.1 million or 0.42% of consolidated loans and leases compared to $140.6 million or 0.41% of consolidated loans and leases at December 31, 2005, and $130.0 million or 0.42% of consolidated loans and leases at March 31, 2005. At March 31, 2006 nonperforming loans and leases increased $8.5 million or 6.1% compared to nonperforming loans and leases at December 31, 2005. Despite the increase, the ratio of nonperforming loans and leases to consolidated loans and leases at March 31, 2006 and at each quarter end throughout 2005 has remained in a fairly narrow range and continues to be below management's expectations. Nonaccrual loans and leases continue to be the primary source of nonperforming loans and leases. Since December 31, 2005, nonaccrual commercial and industrial loans and nonaccrual commercial real estate loans have been the largest contributors to the increase in nonaccrual loans and leases. 35 Net charge-offs amounted to $6.0 million or 0.07% of average loans and leases in the first quarter of 2006 compared to $11.5 million or 0.14% of average loans and leases in the fourth quarter of 2005 and $8.0 million or 0.11% of average loans and leases in the first quarter of 2005. The lower level of net charge-offs experienced throughout 2005 and the first three months of 2006 has to some extent been the result of higher than normal recoveries. Based on the status of some of the larger charge-offs recognized in recent quarters, management expects recoveries will likely return to lower levels in future periods. Recoveries in the first quarter of 2006 were $4.7 million compared to $6.5 million in the fourth quarter of 2005 and $5.1 million in the first quarter of 2005. The ratio of recoveries to charge-offs was 43.8% in the first quarter of 2006 which was above the Corporation's five year historical average ratio of recoveries to charge-offs of 27.9%. Based on the above loss estimates, management determined its best estimate of the required allowance for loans and leases. Management's evaluation of the factors described above resulted in an allowance for loan and lease losses of $368.8 million or 1.05% of loans and leases outstanding at March 31, 2006. The allowance for loan and lease losses was $363.8 million or 1.06% of loans and leases outstanding at December 31, 2005 and $358.3 million or 1.17% of loans and leases outstanding at March 31, 2005. Consistent with the credit quality trends noted above, the provision for loan and lease losses amounted to $11.0 million for the three months ended March 31, 2006 compared to $8.1 million for the three months ended March 31, 2005. The resulting provisions for loan and lease losses are the amounts required to establish the allowance for loan and lease losses at 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. The Corporation has not materially changed any aspect of its overall approach in the determination of the allowance for loan and lease losses. There have been no material changes in assumptions or estimation techniques as compared to prior periods that impacted the determination of the current period allowance. However, on an on-going basis the Corporation continues to refine the methods used in determining management's best estimate of the allowance for loan and lease losses. Capitalized Software and Conversion Costs ----------------------------------------- Direct costs associated with the production of computer software that will be licensed externally or used in a service bureau environment are capitalized. Capitalization of such costs is subject to strict accounting policy criteria, although 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. For the three months ended March 31, 2006 and 2005, the amount of software costs capitalized amounted to $11.3 million and $9.0 million, respectively. Amortization expense of software costs amounted to $14.1 million for the three months ended March 31, 2006 compared to $14.9 million for the three months ended March 31, 2005. 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 contracts. Capitalization only occurs when management is satisfied that such costs are recoverable through future operations or penalties (buyout fees) in case of early termination. For the three months ended March 31, 2006 and 2005, the amount of conversion costs capitalized amounted to $2.4 million and $2.9 million, respectively. Amortization expense of conversion costs amounted to $2.3 million and $2.8 million for the three months ended March 31, 2006 and 2005, respectively. Net unamortized costs were ($ in millions):
March 31, -------------------------- 2006 2005 ------------ ------------ Software $ 152.6 $ 157.2 Conversions 26.9 26.7 ----------- ----------- Total $ 179.5 $ 183.9 =========== ===========
36 The Corporation has not substantively changed any aspect of its overall approach in the determination of the amount of costs that are capitalized for software development or conversion activities. There have been no material changes in assumptions or estimation techniques as compared to prior periods that impacted the determination of the periodic amortization of such costs. Financial Asset Sales and Securitizations ----------------------------------------- The Corporation utilizes certain financing arrangements to meet its balance sheet management, funding, liquidity, and market or credit risk management needs. The majority of these activities are basic term or revolving securitization vehicles. These vehicles are generally funded through term-amortizing debt structures or with short term commercial paper designed to be paid off based on the underlying cash flows of the assets securitized. These financing entities are contractually limited to a narrow range of activities that facilitate the transfer of or access to various types of assets or financial instruments. In certain situations, the Corporation provides liquidity and/or loss protection agreements. In determining whether the financing entity should be consolidated, the Corporation considers whether the entity is a qualifying special-purpose entity ("QSPE") as defined in Statement of Financial Accounting Standards ("SFAS") No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. For non-consolidation, a QSPE must be demonstrably distinct, have significantly limited permitted activities, hold assets that are restricted to transferred financial assets and related assets, and can sell or dispose of non-cash financial assets only in response to specified conditions. In December 2003, the Corporation adopted Financial Accounting Standards Board Interpretation No. 46 ("FIN 46R"), Consolidation of Variable Interest Entities (revised December 2003). This interpretation addresses consolidation by business enterprises of variable interest entities. Transferors to QSPEs and "grandfathered" QSPEs subject to the reporting requirements of SFAS 140 are outside the scope of FIN 46R and do not consolidate those entities. With respect to the Corporation's securitization activities, the adoption of FIN 46R did not have an impact on its consolidated financial statements because its transfers are generally to QSPEs. The Corporation sells financial assets in a two-step process that results in a surrender of control over the assets as evidenced by true-sale opinions from legal counsel, to unconsolidated entities that securitize the assets. The Corporation retains interests in the securitized assets in the form of interest-only strips and a cash reserve account. Gain or loss on sale of the assets depends in part on the carrying amount assigned to the assets sold allocated between the asset sold and retained interests based on their relative fair values at the date of transfer. The value of the retained interests is based on the present value of expected cash flows estimated using management's best estimates of the key assumptions - credit losses, prepayment speeds, forward yield curves and discount rates commensurate with the risks involved. Actual results can differ from expected results. 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 value of the retained interests to adverse changes in the key assumptions. The Corporation believes that its estimates result in a reasonable carrying value of the retained interests. The Corporation regularly sells automobile loans to an unconsolidated multi-seller special purpose entity commercial paper conduit in securitization transactions in which servicing responsibilities and subordinated interests are retained. The outstanding balances of automobile loans sold in these securitization transactions were $985.0 million at March 31, 2006. At March 31, 2006 the carrying amount of retained interests amounted to $30.2 million. The Corporation also sells, from time to time, debt securities classified as available for sale that are highly rated to an unconsolidated bankruptcy remote QSPE 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. The Corporation provides liquidity back-up in the form of Liquidity Purchase Agreements. In addition, the Corporation acts as counterparty to interest rate swaps that enable the QSPE to hedge its interest rate risk. Such swaps are designated as free-standing derivative financial instruments in the Corporation's Consolidated Balance Sheet. At March 31, 2006, highly rated investment securities in the amount of $282.7 million were outstanding in the QSPE to support the outstanding commercial paper. Income Taxes ------------ Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on tax assets and liabilities of a change in tax rates is recognized in the income statement in the period that includes the enactment date. 37 The determination of current and deferred income taxes is based on complex analyses of many factors, including interpretation of Federal and state income tax laws, the difference between tax and financial reporting basis of assets and liabilities (temporary differences), estimates of amounts currently due or owed, such as the timing of reversals of temporary differences and current accounting standards. The Federal and state taxing authorities who make assessments based on their determination of tax laws periodically review the Corporation's interpretation of Federal and state income tax laws. Tax liabilities could differ significantly from the estimates and interpretations used in determining the current and deferred income tax liabilities based on the completion of taxing authority examinations. FORWARD-LOOKING STATEMENTS -------------------------- Items 2 and 3 of this Form 10-Q, "Management's Discussion and Analysis of Financial Condition 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 expected financial and operating activities and results which are preceded by words such as "expects", "anticipates" or "believes". Such statements are subject to important factors that could cause the Corporation's actual results to differ materially from those anticipated by the forward-looking statements. These factors include those referenced in Item 1A, Risk Factors, of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 and under the heading "Forward-Looking Statements," and 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 Annual Report on Form 10-K for the year ended December 31, 2005. Updated information regarding the Corporation's use of derivative financial instruments is contained in Note 12, 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. 38 This information is incorporated into a model that allows the projection of future income levels in several different interest rate environments. Earnings at risk are 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 the year (+25bp per quarter), and a gradual decrease of 100bp across the entire yield curve over the course of the year (-25bp per quarter) for the balance sheet as of the indicated dates:
Impact to Annual Pretax Income as of ---------------------------------------------------------------- March 31, December 31, September 30, June 30, March 31, 2006 2005 2005 2005 2005 ------------ ------------ ------------- ------------ ----------- Hypothetical Change in Interest Rate ------------------------------------ 100 basis point gradual: Rise in rates (0.2)% (0.2)% (0.1)% 0.3 % (0.2)% Decline in rates 0.1 % 0.0 % 0.0 % (0.6)% 0.3 %
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 and changes in spread between key market rates. These results also 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 the 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 asset and liability cash flows in different market rate environments is the amount of fair value at risk from those rate movements. As of March 31, 2006, the fair value of equity at risk for a gradual 100bp shift in rates was no more 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. The Corporation invests directly and indirectly through investment funds, in private medium-sized companies to help establish new businesses or recapitalize existing ones. These investments expose the Corporation to the change in equity values for the portfolio companies. However, fair values are difficult to determine until an actual sale or liquidation transaction actually occurs. At March 31, 2006, the carrying value of total active capital markets investments amounted to approximately $44.0 million. As of March 31, 2006, M&I Trust Services administered $86.2 billion in assets and directly managed a portfolio of $19.8 billion. The Corporation is exposed to changes in equity values due to the fact that fee income is partially based on equity balances. Quantification of this exposure is 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. ITEM 4. CONTROLS AND PROCEDURES We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our President and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. There have been no changes in our internal control over financial reporting identified in connection with the evaluation discussed above that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 39 PART II - OTHER INFORMATION ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table reflects the purchases of Marshall & Ilsley Corporation stock for the specified period:
Total Number of Maximum Number Shares Purchased of Shares that as Part of May Yet Be Total Number Average of Publicly Purchased Under of Shares Price Paid Announced Plans the Plans Period Purchased(1) per Share or Programs or Programs ----------------- ------------- ----------- ------------------ ----------------- January 1 to January 31, 2006 443,919 $ 41.92 437,700 11,562,300 February 1 to February 28, 2006 565,972 41.70 562,300 11,000,000 March 1 to March 31, 2006 2,434 41.84 -- 11,000,000 ------------ ---------- ---------------- Total 1,012,325 $ 41.80 1,000,000 ============ ========== ================
(1) Includes shares purchased by rabbi trusts pursuant to nonqualified deferred compensation plans. The Corporation's Share Repurchase Program was publicly reconfirmed in April 2005 and again in April 2006. The Share Repurchase Program authorizes the purchase of up to 12 million shares annually and renews each year at that level unless changed or terminated by subsequent Board action. 40 ITEM 6. EXHIBITS Exhibit 10 - Change of Control Agreement dated March 13, 2006 between the Corporation and Michael C. Smith. Exhibit 11 - Statement Regarding 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 I - Financial Information herein. Exhibit 12 - Statement Regarding Computation of Ratio of Earnings to Fixed Charges Exhibit 31(a) - Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. Exhibit 31(b) - Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. Exhibit 32(a) - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. Exhibit 32(b) - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. 41 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 May 10, 2006 42 EXHIBIT INDEX ------------- Exhibit Number Description of Exhibit ______________ ____________________________________________ (10) Change of Control Agreement dated March 13, 2006 between the Corporation and Michael C. Smith. (11) Statement Regarding 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 I - Financial Information herein. (12) Statement Regarding Computation of Ratio of Earnings to Fixed Charges. (31)(a) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. (31)(b) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. (32)(a) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. (32)(b) Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. EX-10 2 ex10_306.txt EXHIBIT 10 TO FORM 10-Q DATED 03/31/2006 1 Exhibit 10 CHANGE OF CONTROL AGREEMENT -------------------------- THIS AGREEMENT, entered into as of the 13th day of March, 2006, by and between MARSHALL & ILSLEY CORPORATION (the "Company"), and Michael C. Smith (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 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 3 (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. 4 (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. 5 (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. 6 (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. 7 (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. 8 (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). 9 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 10 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. 11 (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"). (vi) All options awarded by the Company to the Executive on or after the date of this Agreement which are outstanding as of the Termination Date shall remain exercisable for the lesser of (A) the remainder of their respective terms or (B) one year after the Executive's death. The option term for each option is set out in the relevant agreement granting each option. 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. 12 (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 recession thereof. 13 (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). 14 (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. 15 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. 16 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. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. 20. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement. 17 21. 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. 22. 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/ Michael C. Smith ____________________________________ Michael C. Smith Address: ____________________________________ ____________________________________ MW2yr M&I COC Agreement.doc EX-12 3 ex12_306.txt EXHIBIT 12 TO FORM 10-Q DATED 03/31/2006 Exhibit 12 MARSHALL & ILSLEY CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ($000's)
Three As Adjusted Note 11 Months ---------------------------------------------------------------- Ended Years Ended December 31, March 31, ---------------------------------------------------------------- 2006 2005 2004 2003 2002 2001 ------------- ------------ ------------ ------------ ------------ ------------ Earnings: Earnings before income taxes, extraordinary items and cumulative effect of changes in accounting principles $ 281,222 $ 1,057,654 $ 911,840 $ 724,508 $ 683,364 $ 475,128 Fixed charges, excluding interest on deposits 150,362 463,209 281,244 267,379 301,518 321,059 ------------ ----------- ----------- ----------- ----------- ----------- Earnings including fixed charges but excluding interest on deposits 431,584 1,520,863 1,193,084 991,887 984,882 796,187 Interest on deposits 198,126 544,920 276,102 228,216 283,385 566,899 ------------ ----------- ----------- ----------- ----------- ----------- Earnings including fixed charges and interest on deposits $ 629,710 $ 2,065,783 $ 1,469,186 $ 1,220,103 $ 1,268,267 $ 1,363,086 ============ =========== =========== =========== =========== =========== Fixed Charges: Interest Expense: Short-term borrowings $ 39,335 $ 106,333 $ 61,256 $ 81,070 $ 150,310 $ 188,587 Long-term borrowings 104,344 330,144 196,440 163,348 127,343 110,842 One-third of rental expense for all operating leases (the amount deemed representative of the interest factor) 6,683 26,732 23,548 22,961 23,865 21,630 ------------ ----------- ----------- ----------- ----------- ----------- Fixed charges excluding interest on deposits 150,362 463,209 281,244 267,379 301,518 321,059 Interest on deposits 198,126 544,920 276,102 228,216 283,385 566,899 ------------ ----------- ----------- ----------- ----------- ----------- Fixed charges including interest on deposits $ 348,488 $ 1,008,129 $ 557,346 $ 495,595 $ 584,903 $ 887,958 ============ =========== =========== =========== =========== =========== Ratio of Earnings to Fixed Charges: Excluding interest on deposits 2.87 x 3.28 x 4.24 x 3.71 x 3.27 x 2.48 x Including interest on deposits 1.81 x 2.05 x 2.64 x 2.46 x 2.17 x 1.54 x
EX-31 4 ex31a306.txt EXHIBIT 31(A) TO FORM 10-Q DATED 03/31/2006 Exhibit 31(a) CERTIFICATION _____________ I, Dennis J. Kuester, Chairman of the Board and Chief Executive Officer of Marshall & Ilsley Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Marshall & Ilsley Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 10, 2006 /s/ Dennis J. Kuester _________________________________________________ Dennis J. Kuester Chairman of the Board and Chief Executive Officer MW1136680_1.doc EX-31 5 ex31b306.txt EXHIBIT 31(B) TO FORM 10-Q DATED 03/31/2006 Exhibit 31(b) CERTIFICATION _____________ I, Mark F. Furlong, Chief Financial Officer of Marshall & Ilsley Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Marshall & Ilsley Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 10, 2006 /s/ Mark F. Furlong _________________________________________________ Mark F. Furlong President and Chief Financial Officer MW1136739_1.doc EX-32 6 ex32a306.txt EXHIBIT 32(A) TO FORM 10-Q DATED 03/31/2006 Exhibit 32(a) CERTIFICATION OF PERIODIC REPORT ________________________________ I, Dennis J. Kuester, Chief Executive Officer of Marshall & Ilsley Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge: (1) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (14 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2006. /s/ Dennis J. Kuester ______________________________ Dennis J. Kuester Chief Executive Officer Marshall & Ilsley Corporation This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Marshall & Ilsley Corporation for purposes of the Securities Exchange Act of 1934. MW1136678_1.doc EX-32 7 ex32b306.txt EXHIBIT 32(B) TO FORM 10-Q DATED 03/31/2006 Exhibit 32(b) CERTIFICATION OF PERIODIC REPORT ________________________________ I, Mark F. Furlong, Chief Financial Officer of Marshall & Ilsley Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge: (1) the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (14 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2006. /s/ Mark F. Furlong ______________________________ Mark F. Furlong Chief Financial Officer Marshall & Ilsley Corporation This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Marshall & Ilsley Corporation for purposes of the Securities Exchange Act of 1934. MW1136742_1.doc -----END PRIVACY-ENHANCED MESSAGE-----