EX-99 10 ex99b607.txt EXHIBIT 99(B) TO FORM 10-Q DATED 06/30/2007 Exhibit 99(b) UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF NEW MARSHALL & ILSLEY On April 3, 2007, Marshall & Ilsley Corporation ("Marshall & Ilsley"), Metavante Corporation ("Metavante"), WPM, L.P., a limited partnership affiliated with Warburg Pincus Private Equity IX, L.P. ("Warburg Pincus"), and others entered into an investment agreement pursuant to which, Marshall & Ilsley will separate into two publicly-traded companies, referred to herein as "New Marshall & Ilsley" and "New Metavante." New Marshall & Ilsley will own and operate Marshall & Ilsley's banking business, the issued and outstanding common stock of which will be 100% owned by Marshall & Ilsley shareholders. New Metavante will own and operate Metavante's business, the issued and outstanding common stock of which will be 75% owned by Marshall & Ilsley shareholders and the remaining 25% will be owned by Warburg Pincus; Marshall & Ilsley's shareholders will receive three shares of New Marshall & Ilsley common stock and one share of New Metavante common stock for every three shares of Marshall & Ilsley common stock held; Warburg Pincus will invest $625 million in New Metavante for an equity interest representing 25% of New Metavante common stock; New Metavante and/or one or more of its subsidiaries will incur approximately $1.75 billion of indebtedness; and Metavante will pay off certain intercompany indebtedness plus accrued and unpaid interest owed to Marshall & Ilsley (the amount currently owed is approximately $982 million) and New Metavante will contribute to New Marshall & Ilsley $1.665 billion in cash (which includes the $625 million of proceeds from the sale of the New Metavante common stock to Warburg Pincus). As a result of completion of the transactions contemplated by the investment agreement, each holder of Marshall & Ilsley common stock as of the effective time of the holding company merger will have received three shares of New Marshall & Ilsley common stock and one share of New Metavante common stock for every three shares of Marshall & Ilsley common stock held of record; Warburg Pincus will have received shares of New Metavante common stock that represent 25% of the shares of New Metavante common stock and a stock purchase right to acquire additional shares under certain circumstances in order to maintain its 25% ownership; and each holder of Marshall & Ilsley common stock as of the effective time of the holding company merger that would otherwise be entitled to receive fractional shares of New Metavante common stock resulting from the holding company merger will have received cash in lieu of such fractional shares (and therefor will not receive shares of New Marshall & Ilsley common stock in respect of such fractional shares). The shares of New Marshall & Ilsley common stock to be issued to the holders of Marshall & Ilsley common stock will represent 100% of the outstanding shares of New Marshall & Ilsley common stock and the shares of New Metavante common stock to be issued to the holders of Marshall & Ilsley common stock will represent 75% of the outstanding shares of New Metavante common stock. The unaudited condensed pro forma consolidated balance sheet of New Marshall & Ilsley reflects the unaudited condensed consolidated historical balance sheet of Marshall & Ilsley as of June 30, 2007 as if the transactions had occurred on that date. The unaudited condensed pro forma consolidated income statements of New Marshall & Ilsley reflect the operations of Marshall & Ilsley for the six months ended June 30, 2007 and the operations of Marshall & Ilsley for the year ended December 31, 2006 as if the transactions had occurred on January 1, 2006. The unaudited condensed pro forma consolidated income statements for the years ended December 31, 2005 and 2004, respectively, are derived from the historical financial statements of Marshall & Ilsley and have been adjusted only for the removal of operations of Metavante. Metavante's historical financial information has been re-formatted to conform to the Marshall & Ilsley's bank holding company format used in the presentation of unaudited condensed pro forma consolidated financial statements. 2 The unaudited condensed pro forma consolidated financial statements of New Marshall & Ilsley presented below are derived from the historical consolidated financial statements of Marshall & Ilsley and adjusted to give effect to, among other things: the contribution of Marshall & Ilsley to New Marshall & Ilsley; the distribution of approximately 257,112,705 shares of New Marshall & Ilsley common stock in connection with the New Marshall & Ilsley share distribution (based on the number of shares of Marshall & Ilsley outstanding as of June 30, 2007); the receipt of certain amounts of cash from New Metavante; and the removal of the operations of Metavante. The share numbers and dollar and settlement amounts are based on Marshall & Ilsley share numbers and balances as of and for the periods presented. Regardless of the exact legal order of the various transactions, items that impact New Metavante are reflected in the unaudited condensed pro forma consolidated financial statements of New Metavante and items that impact New Marshall & Ilsley are reflected in the unaudited condensed pro forma consolidated financial statements of New Marshall & Ilsley. The pro forma adjustments are based upon available information and assumptions that management of New Marshall & Ilsley believes are reasonable; however, such adjustments are subject to change. In addition, such adjustments are estimates and may not prove to be accurate. The unaudited condensed pro forma consolidated income statements presented below do not reflect any one-time charges or changes in certain costs expected to result from the transactions. Non-recurring charges related to the transaction, except for those costs actually incurred in the six months ended June 30, 2007, have been excluded from the unaudited condensed pro forma consolidated income statements. The additional estimated pre-tax, one-time charges that have been excluded include approximately $12.2 million related to the issuance of equity-based awards and approximately $19.7 million of transaction expenses. In addition, the unaudited condensed pro forma consolidated income statements do not give effect to reductions in certain costs New Marshall & Ilsley expects to occur associated with operating as a stand-alone company. The unaudited condensed pro forma consolidated financial statements are for illustrative purposes only and do not reflect what New Marshall & Ilsley's consolidated financial position or results of operations would have been had the transactions occurred on the dates indicated and are not indicative of New Marshall & Ilsley's future financial position and future results of operations. The consolidated financial statements of New Marshall & Ilsley will reflect the effects of the transactions only from the date of completion of the transactions. The unaudited condensed pro forma consolidated financial statements should be read in conjunction with the accompanying notes and the other financial information included or incorporated by reference in the registration statement on Form S-4, as amended, of Metavante Holding Company relating to the transactions. 3 Unaudited Condensed Pro Forma Consolidated Balance Sheet of New Marshall & Ilsley As of June 30, 2007 ($000's except per share data)
Historical Historical Pro Forma Consolidated Consolidated Consolidated Marshall & Metavante New Marshall Ilsley (1) Sub-Total Adjustments & Ilsley (5) --------------------------------------------------------------------- Amount Ref --------------------------------------------------------------------- Cash & cash equivalents $ 1,769,417 $ (50,489) $ 1,718,928 $ $ 1,718,928 Interest bearing deposits at other banks 17,597 (2,269) 15,328 15,328 Investment securities 7,626,505 (82,948) 7,543,557 7,543,557 Loans held for sale 94,766 0 94,766 94,766 Loans and leases, net of unearned income 43,190,838 978,758 44,169,596 (982,000) (3) 43,187,596 Allowance for loan and lease losses (431,012) 0 (431,012) (431,012) ------------ ----------- ------------ ---------- ------------ Net loans and leases 42,759,826 978,758 43,738,584 (982,000) 42,756,584 Premises and equipment, net 586,466 (130,142) 456,324 456,324 Goodwill and other intangibles 3,418,568 (1,673,255) 1,745,313 1,745,313 Accrued interest and other assets 2,024,584 (567,319) 1,457,265 1,457,265 ------------ ----------- ------------ ---------- ------------ Total assets $ 58,297,729 $(1,527,664) $ 56,770,065 $ (982,000) $ 55,788,065 ============ =========== ============ ========== ============ Total deposits $ 34,988,284 $ 550,809 $ 35,539,093 $ (290,000) (4)$ 35,249,093 Short-term borrowings 8,171,987 (233) 8,171,754 (2,357,000) (4) 5,814,754 Accrued expenses and other liabilities 1,494,779 (720,920) 773,859 773,859 Long-term borrowings 7,204,415 (30) 7,204,385 7,204,385 ------------ ----------- ------------ ---------- ------------ Total liabilities 51,859,465 (170,374) 51,689,091 (2,647,000) 49,042,091 Total shareholders' equity 6,438,264 (1,357,290) 5,080,974 1,665,000 (2) 6,745,974 ------------ ----------- ------------ ---------- ------------ Total liabilities and shareholders' equity $ 58,297,729 $(1,527,664) $ 56,770,065 $(982,000) $ 55,788,065 ============ =========== ============ ========= ============ Book Value Per Share $ 25.20 $ 26.40 ============ ============
4 Notes to Unaudited Condensed Pro Forma Consolidated Balance Sheet of New Marshall & Ilsley as of June 30, 2007. (1) Represents the de-consolidation of historical Metavante from historical Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley ) consolidated balance sheet. The amounts shown in the Historical Consolidated Metavante column may not directly reconcile to the historical consolidated balance sheet of Metavante because the presentation of financial statements for bank holding companies is significantly different than the presentation of financial statements of technology companies. Metavante presents a classified consolidated balance sheet that separates current assets and current liabilities from longer-term assets and liabilities whereas the consolidated balance sheet of Marshall & Ilsley does not make those distinctions. In addition, the amounts shown in the Historical Consolidated Metavante column include the adjustments for intercompany cash and deposits, receivables and payables and intercompany debt that are required to de-consolidate the financial information of the two companies. (2) Represents receipt of cash dividend from New Metavante. The cash dividend received will come from the following sources: Working capital $ 290,000 Warburg Pincus capital 625,000 New debt proceeds 750,000 ---------- Total dividend $1,665,000 ========== (3) Represents receipt of $982.0 million in cash to retire Metavante's debt owed to Marshall & Ilsley. (4) Assumes $290.0 million of the cash dividend comes from Metavante's existing cash balances that are deposited with a Marshall & Ilsley subsidiary bank and $1,375.0 million of the dividend and the $982.0 million debt payment received are used to retire short-term borrowings in the form of Federal funds purchased. (5) The pro forma consolidated balance sheet only includes the effect of transaction costs incurred by Marshall & Ilsley through June 30, 2007 and does not include the estimated transaction related costs expected to be incurred by New Marshall & Ilsley of approximately $33.5 million. 5 Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley For the Six Months Ended June 30, 2007 (000's except per share data)
Historical Historical Pro Forma Consolidated Consolidated Consolidated Marshall & Metavante New Marshall Ilsley (1) Sub-Total Adjustments & Ilsley (5) --------------------------------------------------------------------- Amount Ref --------------------------------------------------------------------- Interest income $ 1,780,422 $ 21,055 $ 1,801,477 $ (21,582) (2) $ 1,779,895 Interest expense 994,215 13,043 1,007,258 (69,335) (3) 937,923 ------------ ----------- ------------ ---------- ------------ Net interest income 786,207 8,012 794,219 47,753 841,972 Provision for loan and lease losses 43,174 0 43,174 43,174 ------------ ----------- ------------ ---------- ------------ Net interest income after provision for loan and lease losses 743,033 8,012 751,045 47,753 798,798 Other income Data processing services 720,190 (720,190) 0 0 Wealth management 126,286 0 126,286 126,286 Net gains related to Firstsource 7,046 (7,046) 0 0 Other 190,616 25,213 215,829 215,829 ------------ ----------- ------------ ---------- ------------ Total other income 1,044,138 (702,023) 342,115 0 342,115 Other expense Salaries and benefits 614,910 (295,809) 319,101 319,101 Occupancy and equipment 121,614 (66,099) 55,515 55,515 Processing charges 68,348 (3,270) 65,078 65,078 Amortization of intangibles 23,560 (13,876) 9,684 9,684 Metavante transaction costs 4,025 (900) 3,125 3,125 Other 297,046 (171,052) 125,994 125,994 ------------ ----------- ------------ ---------- ------------ Total Other expense 1,129,503 (551,005) 578,498 0 578,498 ------------ ----------- ------------ ---------- ------------ Income before income taxes 657,668 (143,006) 514,662 47,753 562,415 Provision for income taxes 220,617 (50,870) 169,747 16,714 (4) 186,461 ------------ ----------- ------------ ---------- ------------ Net income $ 437,051 $ (92,136) $ 344,915 $ 31,039 $ 375,954 ============ =========== ============ ========= ============ 6 Net Income Per Common Share: Basic $ 1.70 $ 1.46 Diluted 1.66 N/A (6) Dividends Per Common Share $ 0.58 $ 0.58 Weighted Average Common Shares: Basic 257,142 257,142 Diluted 263,066 N/A (6)
Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley for the Six Months Ended June 30, 2007. (1) Represents the de-consolidation of historical Metavante from historical Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley) consolidated income statement. The amounts shown in the Historical Consolidated Metavante column may not directly reconcile to the historical consolidated income statement of Metavante because the presentation of financial statements for bank holding companies is significantly different than the presentation of financial statements of technology companies. Metavante presents its expenses in two major categories that are functional in nature whereas the consolidated income statement of Marshall & Ilsley presents its consolidated expenses by type of expense. In addition, the amounts shown in the Historical Consolidated Metavante column include the adjustments for intercompany interest income, interest expense, revenues and expenses that are required to de-consolidate the financial information of the two companies. (2) Represents the interest income adjustment due to retirement of $982.0 million of Metavante's fixed rate debt owed to Marshall & Ilsley. The weighted average fixed interest rate used in the pro forma adjustments was 4.40%. (3) Represents interest expense adjustments resulting from the dividend paid by New Metavante to Marshall & Ilsley and the retirement of Metavante's debt owed to Marshall & Ilsley. The pro forma adjustments assume $290.0 million of the dividend comes from Metavante's existing cash balances using an estimated rate of 5.01%, which is equal to the average interest rate paid on overnight deposits for the six months ended June 30, 2007. The pro forma adjustments also assume that the remaining cash of $2,357.0 million is used to reduce Federal funds purchased using an estimated rate of 5.31% which is equal to the average interest rate paid on Federal funds purchased for the six months ended June 30, 2007. An increase or decrease in interest rates of 12.5 basis points (1/8th) would increase or decrease interest expense by $1,654 and increase or decrease pro forma net income by $1,075. (4) Assumes a statutory income tax rate of 35%. (5) The pro forma consolidated income statement only includes the effect of transaction costs incurred by Marshall & Ilsley in the six months ended June 30, 2007 and does not include the estimated transaction related costs expected to be incurred by New Marshall & Ilsley of approximately $33.5 million. (6) The dilutive effect of stock options outstanding depends on the price of New Marshall & Ilsley common stock after the transaction is completed and is therefore not subject to a reliable estimate. 7 Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley For the Twelve Months Ended December 31, 2006 (000's except per share data)
Historical Historical Pro Forma Consolidated Consolidated Consolidated Marshall & Metavante New Marshall Ilsley (1) Sub-Total Adjustments & Ilsley (5) --------------------------------------------------------------------- Amount Ref --------------------------------------------------------------------- Interest income $ 3,212,500 $ 41,734 $ 3,254,234 $ (43,163) (2) $ 3,211,071 Interest expense 1,722,201 24,477 1,746,678 (132,666) (3) 1,614,012 ------------ ----------- ------------ ---------- ------------ Net interest income 1,490,299 17,257 1,507,556 89,503 1,597,059 Provision for loan and lease losses 50,551 0 50,551 50,551 ------------ ----------- ------------ ---------- ------------ Net interest income after provision for loan and lease losses 1,439,748 17,257 1,457,005 89,503 1,546,508 Other income Data processing services 1,382,658 (1,382,658) 0 0 Wealth management 221,554 0 221,554 221,554 Net derivative losses - discontinued hedges (18,449) 0 (18,449) (18,449) Other 329,658 48,923 378,581 378,581 ------------ ----------- ------------ ---------- ------------ Total other income 1,915,421 (1,333,735) 581,686 0 581,686 Other expense Salaries and benefits 1,210,107 (596,714) 613,393 613,393 Occupancy and equipment 244,047 (140,066) 103,981 103,981 Processing charges 110,050 14,176 124,226 124,226 Amortization of intangibles 45,373 (26,730) 18,643 18,643 Other 549,960 (326,661) 223,299 223,299 ------------ ----------- ------------ ---------- ------------ Total Other expense 2,159,537 (1,075,995) 1,083,542 0 1,083,542 ------------ ----------- ------------ ---------- ------------ Income before income taxes 1,195,632 (240,483) 955,149 89,503 1,044,652 Provision for income taxes 387,794 (80,359) 307,435 31,326 (4) 338,761 ------------ ----------- ------------ ---------- ------------ Net income $ 807,838 $ (160,124) $ 647,714 $ 58,177 $ 705,891 ============ =========== ============ ========= ============ 8 Net Income Per Common Share: Basic $ 3.24 $ 2.83 Diluted 3.17 N/A(6) Dividends Per Common Share $ 1.05 $ 1.05 Weighted Average Common Shares: Basic 249,163 249,163 Diluted 254,584 N/A(6)
Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley For the Twelve Months Ended December 31, 2006 (1) Represents the de-consolidation of historical Metavante from historical Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley) consolidated income statement. The amounts shown in the Historical Consolidated Metavante column may not directly reconcile to the historical consolidated income statement of Metavante because the presentation of financial statements for bank holding companies is significantly different than the presentation of financial statements of technology companies. Metavante presents its expenses in two major categories that are functional in nature whereas the consolidated income statement of Marshall & Ilsley presents its consolidated expenses by type of expense. In addition, the amounts shown in the Historical Consolidated Metavante column include the adjustments for intercompany interest income, interest expense, revenues and expenses that are required to de-consolidate the financial information of the two companies. (2) Represents the interest income adjustment due to retirement of $982.0 million of Metavante's fixed rate debt owed to Marshall & Ilsley. The weighted average fixed interest rate used in the pro forma adjustments was 4.40%. (3) Represents interest expense adjustments resulting from the dividend paid by New Metavante to Marshall & Ilsley and the retirement of Metavante's debt owed to Marshall & Ilsley. The pro forma adjustments assume $290.0 million of the dividend comes from Metavante's existing cash balances using an estimated rate of 4.76%, which is equal to the average interest rate paid on overnight deposits. The pro forma adjustments also assume that the remaining cash of $2,357.0 million is used to reduce Federal funds purchased using an estimated rate of 5.04%, which is equal to the average interest rate paid on Federal funds purchased for the twelve months ended December 31, 2006. An increase or decrease in interest rates of 12.5 basis points (1/8th) would increase or decrease interest expense by $3,309 and increase or decrease pro forma net income by $2,151. (4) Assumes a statutory income tax rate of 35%. (5) The pro forma consolidated income statement does not include the effect of the estimated transaction related costs expected to be incurred by New Marshall & Ilsley. (6) The dilutive effect of stock options outstanding depends on the price of New Marshall & Ilsley common stock after the transaction is completed and is therefore not subject to a reliable estimate. 9 Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley For the Twelve Months Ended December 31, 2005 (000's except per share data)
Historical Historical Pro Forma Consolidated Consolidated Consolidated Marshall & Metavante New Marshall Ilsley (1) & Ilsley (2) ----------------------------------------- Interest income $ 2,246,631 $ 42,428 $ 2,289,059 Interest expense 981,397 17,250 998,647 ------------ ---------- ------------ Net interest income 1,265,234 25,178 1,290,412 Provision for loan and lease losses 44,795 0 44,795 ------------ ---------- ------------ Net interest income after provision for loan and lease losses 1,220,439 25,178 1,245,617 Other income Data processing services 1,185,024 (1,185,024) 0 Wealth management 191,720 0 191,720 Net investment securities gains 45,514 0 45,514 Other 294,001 42,356 336,357 ------------ ---------- ------------ Total other income 1,716,259 (1,142,668) 573,591 Other expense Salaries and benefits 1,074,758 (524,899) 549,859 Occupancy and Equipment 215,598 (130,344) 85,254 Processing charges 62,646 38,656 101,302 Amortization of intangibles 31,103 (18,049) 13,054 Other 494,939 (289,984) 204,955 ------------ ---------- ------------ Total Other expense 1,879,044 (924,620) 954,424 ------------ ---------- ------------ Income before income taxes 1,057,654 (192,870) 864,784 Provision for income taxes 351,464 (73,339) 278,125 ------------ ---------- ------------ Net income $ 706,190 $ (119,531) $ 586,659 ============ ========== ============ 10 Net Income Per Common Share: Basic $ 3.06 $ 2.54 Diluted 2.99 N/A(3) Dividends Per Common Share $ 0.93 $ 0.93 Weighted Average Common Shares: Basic 230,849 230,849 Diluted 236,031 N/A(3)
Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley for the Twelve Months Ended December 31, 2005. (1) Represents the de-consolidation of historical Metavante from historical Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley) consolidated income statement. The amounts shown in the Historical Consolidated Metavante column may not directly reconcile to the historical consolidated income statement of Metavante because the presentation of financial statements for bank holding companies is significantly different than the presentation of financial statements of technology companies. Metavante presents its expenses in two major categories that are functional in nature whereas the consolidated income statement of Marshall & Ilsley presents its consolidated expenses by type of expense. In addition, the amounts shown in the Historical Consolidated Metavante column include the adjustments for intercompany interest income, interest expense, revenues and expenses that are required to de-consolidate the financial information of the two companies. (2) The pro forma consolidated income statement does not include the effect of the cash distribution from New Metavante, the retirement of Metavante's debt owed to Marshall & Ilsley or the effect of transaction costs to be incurred by Marshall & Ilsley. (3) The dilutive effect of stock options outstanding depends on the price of New Marshall & Ilsley common stock after the transaction is completed and is therefore not subject to a reliable estimate. 11 Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley For the Twelve Months Ended December 31, 2004 (000's except per share data)
Historical Historical Pro Forma Consolidated Consolidated Consolidated Marshall & Metavante New Marshall Ilsley (1) & Ilsley (2) ----------------------------------------- Interest income $ 1,694,355 $ 22,555 $ 1,716,910 Interest expense 533,798 4,778 538,576 ------------ ---------- ------------ Net interest income 1,160,557 17,777 1,178,334 Provision for loan and lease losses 37,963 0 37,963 ------------ ---------- ------------ Net interest income after provision for loan and lease losses 1,122,594 17,777 1,140,371 Other income Data processing services 934,128 (934,128) 0 Wealth management 175,119 0 175,119 Net investment securities gains 35,336 0 35,336 Other 273,347 43,553 316,900 ------------ ---------- ------------ Total other income 1,417,930 (890,575) 527,355 Other expense Salaries and benefits 919,431 (424,969) 494,462 Occupancy and equipment 192,859 (112,892) 79,967 Processing charges 52,239 40,704 92,943 Amortization of intangibles 27,852 (10,925) 16,927 Other 436,303 (238,872) 197,431 ------------ ---------- ------------ Total Other expense 1,628,684 (746,954) 881,730 ------------ ---------- ------------ Income before income taxes 911,840 (125,844) 785,996 Provision for income taxes 305,987 (49,030) 256,957 ------------ ---------- ------------ Net income $ 605,853 $ (76,814) $ 529,039 ============ ========== ============ 12 Net Income Per Common Share: Basic $ 2.72 $ 2.37 Diluted 2.66 N/A(3) Dividends Per Common Share $ 0.81 $ 0.81 Weighted Average Common Shares: Basic 222,801 222,801 Diluted 227,546 N/A(3)
Notes to the Unaudited Condensed Pro Forma Consolidated Income Statement of New Marshall & Ilsley for the Twelve Months Ended December 31, 2004. (1) Represents the de-consolidation of historical Metavante from historical Marshall & Ilsley (Accounting Predecessor to New Marshall & Ilsley) consolidated income statement. The amounts shown in the Historical Consolidated Metavante column may not directly reconcile to the historical consolidated income statement of Metavante because the presentation of financial statements for bank holding companies is significantly different than the presentation of financial statements of technology companies. Metavante presents its expenses in two major categories that are functional in nature whereas the consolidated income statement of Marshall & Ilsley presents its consolidated expenses by type of expense. In addition, the amounts shown in the Historical Consolidated Metavante column include the adjustments for intercompany interest income, interest expense, revenues and expenses that are required to de-consolidate the financial information of the two companies. (2) The pro forma consolidated income statement does not include the effect of the cash distribution from New Metavante, the retirement of Metavante's debt owed to Marshall & Ilsley or the effect of transaction costs to be incurred by Marshall & Ilsley. (3) The dilutive effect of stock options outstanding depends on the price of New Marshall & Ilsley common stock after the transaction is completed and is therefore not subject to a reliable estimate.