<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>ex99b607.txt
<DESCRIPTION>EXHIBIT 99(B) TO FORM 10-Q DATED 06/30/2007
<TEXT>
<PAGE>
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.
<PAGE> 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.
<PAGE>
<PAGE> 3
Unaudited Condensed Pro Forma Consolidated Balance Sheet
of New Marshall & Ilsley
As of June 30, 2007
($000's except per share data)
<TABLE>
<CAPTION>
Historical Historical Pro Forma
Consolidated Consolidated Consolidated
Marshall & Metavante New Marshall
Ilsley (1) Sub-Total Adjustments & Ilsley (5)
---------------------------------------------------------------------
Amount Ref
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
============ ============
</TABLE>
<PAGE> 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.
<PAGE>
<PAGE> 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)
<TABLE>
<CAPTION>
Historical Historical Pro Forma
Consolidated Consolidated Consolidated
Marshall & Metavante New Marshall
Ilsley (1) Sub-Total Adjustments & Ilsley (5)
---------------------------------------------------------------------
Amount Ref
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
============ =========== ============ ========= ============
<PAGE> 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)
</TABLE>
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.
<PAGE> 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)
<TABLE>
<CAPTION>
Historical Historical Pro Forma
Consolidated Consolidated Consolidated
Marshall & Metavante New Marshall
Ilsley (1) Sub-Total Adjustments & Ilsley (5)
---------------------------------------------------------------------
Amount Ref
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
============ =========== ============ ========= ============
<PAGE> 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)
</TABLE>
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.
<PAGE> 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)
<TABLE>
<CAPTION>
Historical Historical Pro Forma
Consolidated Consolidated Consolidated
Marshall & Metavante New Marshall
Ilsley (1) & Ilsley (2)
-----------------------------------------
<S> <C> <C> <C>
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
============ ========== ============
<PAGE> 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)
</TABLE>
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.
<PAGE> 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)
<TABLE>
<CAPTION>
Historical Historical Pro Forma
Consolidated Consolidated Consolidated
Marshall & Metavante New Marshall
Ilsley (1) & Ilsley (2)
-----------------------------------------
<S> <C> <C> <C>
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
============ ========== ============
<PAGE> 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)
</TABLE>
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.
</TEXT>
</DOCUMENT>