8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  July 14, 2003

MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	1-15403	39-0968604
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Item 7.  Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 14, 2003

Item 9.  Regulation FD Disclosure/Results of Operations and Financial Condition provided under Item 12 pursuant to Release No. 34-47583.

On July 14, 2003, Marshall & Ilsley Corporation issued a press release announcing its results of operations for the quarterly period ended June 30, 2003.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  This information is furnished under Item 12 of Form 8-K.

SIGNATURES

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

Dated:  July 14, 2003	MARSHALL & ILSLEY CORPORATION
	By:  /s/ Randall J. Erickson
	Randall J. Erickson Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 14, 2003

EX-99.1

Exhibit 99.1

Immediately

Mark Furlong  (414) 765-8052

Don Wilson     (414) 765-8043

MARSHALL & ILSLEY CORPORATION

ANNOUNCES SECOND QUARTER RESULTS

Milwaukee, Wis. – July 14, 2003 – Marshall & Ilsley Corporation (NYSE: MI) today reported 2003 second quarter earnings of $0.59 per diluted share, or $134.7 million, as compared to $0.54 per diluted share, or $120.4 million, in the second quarter of 2002. Second quarter earnings per share increased 9.3 percent over the same period in 2002.  

Earnings for the six months ended June 30, 2003, were $262.7 million, or $1.15 per diluted share, compared to earnings of $236.1 million, or $1.07 per diluted share, in the first half of 2002.  Six-month earnings per share increased 7.5 percent over the same period in 2002.  Adjusted earnings for the first half of 2003 were $1.16 per diluted share, or $264.2 million.  First-half 2003 adjusted results exclude $0.01 per share in acquisition-related transition expenses.  

Return on average assets based on net income for the second quarter was 1.62 percent as compared to 1.70 percent for the same period in 2002. Return on equity based on net income was 16.88 percent this quarter as compared to 17.70 percent for the second quarter of 2002.  

The Corporation’s provision for loan and lease losses was $19.6 million in the second quarter, versus $17.0 million in the same period last year. Net charge-offs for the period were $9.8 million, or 0.16 percent of total average loans and leases outstanding this quarter, and $8.7 million a year ago or 0.17 percent of total average loans and leases. At June 30, 2003, and 2002, the allowance for loan and lease losses was 1.40 percent of total loans and leases.  Nonperforming loans and leases were 0.82 percent of total loans and leases at June 30, 2003, and 0.80 percent at June 30, 2002.

Assets at June 30, 2003, were $34.1 billion, compared to $29.1 billion at June 30, 2002. Book value per share was $14.36 at June 30, 2003, compared to $12.51 for the same date a year ago. Total loans and leases at quarter end were $24.9 billion, compared to $20.9 billion at June 30, 2002.

All per share information reflects the two-for-one stock split which was effective June 17, 2002.

Adjusted income results for the first half of 2003 provided in this press release exclude certain transactions which management believes should be excluded in order to have a clear understanding of the Corporation’s financial results. These items, which are included in GAAP net income results but which are excluded from adjusted income results, are described in the reconciliation table at the end of this press release.  

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $34.1 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 205 offices throughout the state. In addition, M&I has 26 locations throughout Arizona; 10 offices in metropolitan Minneapolis/St. Paul, Minn.; and, locations in Duluth, Minn.; Las Vegas, Nev.; and Naples, Fla. M&I’s Southwest Bank affiliate has six offices in the St. Louis area, and one office in Belleville, Ill. Metavante Corporation, Marshall & Ilsley Corporation’s wholly owned technology subsidiary, is a leading financial services enabler – providing virtually all of the technology an organization needs to offer financial services. M&I also provides trust and investment management , equipment leasing, mortgage banking, asset-based lending, financial planning, investments and insurance services from offices throughout the country and on the Internet (www.mibank.com or www.micorp.com). M&I’s customer-based approach, internal growth and strategic acquisitions have made M&I a nationally recognized leader in the financial services industry.

###

This press release contains forward-looking statements concerning M&I’s future operations and financial results. Such statements are subject to important factors that could cause M&I’s actual results to differ materially from those anticipated by the forward-looking statements. These factors include (i) the factors identified in M&I’s Annual Report on Form 10-K for the year ended December 31, 2002, under the heading “Forward-Looking Statements” which factors are incorporated herein by reference, and (ii) such other factors as may be described from time to time in M&I’s SEC filings.

Note:

Marshall & Ilsley Corporation will hold a conference call at 11:00 a.m. central daylight time Monday, July 14, regarding second quarter earnings. For those interested in listening, please call 1-800-211-3767 and ask for M&I’s quarterly earnings release conference call. If you are unable to join us at this time, a replay of the call will run through 5:00 p.m. central daylight time July 21, 2003, by calling 1-800-839-6713 and entering passcode 574 16 01 to listen.

Supplemental financial information referenced in the conference call can be found at www.micorp.com, Investor Relations, Presentations, after 8:00 a.m. on July 14.

Quarterly Financial Information Data attached

   

M&I  Corporation
Financial Information
(unaudited)
		Three Months Ended						Six Months Ended
		June 30,		June 30,		Percent		June 30,		June 30,		Percent
		2003		2002		Change		2003		2002		Change
	PER SHARE DATA   (a)
	Diluted:
	Net  Income	$0.59		$0.54		9.3	%	$1.15		$1.07		7.5	%
	Income as Adjusted (b)	0.59		0.54		9.3		1.16		1.07		8.4
	Basic:
	Net  Income	0.59		0.56		5.4		1.16		1.11		4.5
	Income as Adjusted (b)	0.59		0.56		5.4		1.17		1.11		5.4
	Dividend Declared	0.180		0.160		12.5		0.340		0.305		11.5
	Book Value	14.36		12.51		14.8		14.36		12.51		14.8
	Diluted  Shares  Outstanding (millions)	228.4		221.3		3.2		228.0		220.4		3.4
	INCOME STATEMENT ($millions)
	Net Interest Income (FTE)	$271.8		$258.1		5.3	%	$544.3		$506.3		7.5	%
	Provision for Loan and Lease Losses	19.6		17.0		15.3		45.3		32.2		40.7
	Data Processing Services:
	e-Finance	40.5		34.0		19.1		80.7		67.8		19.0
	Financial Technology Solutions	117.5		112.3		4.6		234.4		223.5		4.9
	Total Data Processing Services	158.0		146.3		8.0		315.1		291.3		8.2
	Item Processing	9.6		9.1		5.5		19.8		19.4		2.1
	Trust Services	31.2		31.3		-0.3		61.2		62.3		-1.8
	Service Charge on Deposits	25.2		25.2		0.0		51.4		50.8		1.2
	Mortgage Banking	21.8		7.4		194.6		39.3		16.7		135.3
	Net Investment Securities Gains            (Losses)	(2.6)		(0.1)		n.m.		(1.0)		(0.9)		n.m.
	All Other	51.5		44.9		14.7		99.4		83.6		18.9
	Total Non-Interest Revenues	294.7		264.1		11.6		585.2		523.2		11.9
	Salaries and Employee Benefits	193.5		185.3		4.4		388.0		364.8		6.4
	Occupancy and Equipment	46.2		48.0		-3.7		92.7		93.5		-0.9
	Intangible Amortization	7.5		4.9		53.1		14.4		9.2		56.5
	Other	88.5		79.8		10.9		173.6		164.1		5.8
	Total Non-Interest Expenses	335.7		318.0		5.6		668.7		631.6		5.9
	Tax Equivalent Adjustment	7.9		8.1		-2.5		15.9		16.0		-0.6
	Pre-Tax Earnings	203.3		179.1		13.5		399.6		349.7		14.3
	Income Taxes	68.6		58.7		16.9		135.4		113.6		19.2
	Income as Adjusted (b)	134.7		120.4		11.9		$264.2		$236.1		11.9
	Adjustments (b)	0.0		0.0		n.m.		(1.5)		0.0		n.m.
	Net  Income	$134.7		$120.4		11.9	%	$262.7		$236.1		11.3	%
	KEY  RATIOS
	Net Interest Margin(FTE) / Avg. Earning       Assets	3.65	%	4.04	%			3.72	%	4.07	%
	Interest Spread (FTE)	3.33		3.63				3.39		3.65
	Efficiency  Ratio	59.0		60.9				59.3		61.3
	Efficiency  Ratio  without  Metavante	48.2		50.1				48.4		50.4
	Return on Assets	1.62		1.70				1.61		1.71
	Return on Equity	16.88		17.70				16.81		17.87
	Return on Assets - Income as Adjusted (b)	1.62		1.70				1.62		1.71
	Return on Equity - Income as Adjusted (b)	16.88		17.70				16.91		17.87
	Equity / Assets (End of Period)	9.52		9.29				9.52		9.29
	Notes:   (a) Prior periods have been                    restated for the 2 for 1                    stock split effective 6-17-02.
	(b) See reconciliation of Income as                   Adjusted to Net Income.
M&I  Corporation
Financial Information
(unaudited)
		As of
		June 30,		June 30,		Percent
	ASSETS ($millions)	2003		2002		Change
	Cash & Due  From  Banks	$988		$819		20.6	%
	Trading Securities	30		12		150.0
	Short - Term  Investments	263		579		-54.6
	Investment  Securities	5,363		4,724		13.5
	Loans and Leases:
	Commercial  Loans & Leases	7,540		6,536		15.4
	Commercial  Real  Estate	7,932		6,337		25.2
	Residential  Real  Estate	3,012		2,564		17.5
	Home Equity Loans & Lines	4,109		3,521		16.7
	Personal  Loans and Leases	2,306		1,961		17.6
	Total  Loans and Leases	24,899		20,919		19.0
	Reserve for Loan & Leases Losses	(348)		(293)		18.8
	Premises and Equipment, net	438		414		5.8
	Goodwill and Intangibles	1,085		732		48.2
	Other  Assets	1,348		1,220		10.5
	Total  Assets	$34,066		$29,126		17.0	%
	LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
	Deposits:
	Noninterest Bearing	$4,653		$3,650		27.5	%
	Bank Issued Interest Bearing Activity	10,127		8,586		17.9
	Bank Issued Time	3,361		3,468		-3.1
	Total Bank Issued Deposits	18,141		15,704		15.5
	Wholesale Deposits	4,129		2,444		68.9
	Total  Deposits	22,270		18,148		22.7
	Short - Term  Borrowings	5,297		5,702		-7.1
	Long - Term  Borrowings	2,272		1,675		35.6
	Other  Liabilities	984		894		10.1
	Shareholders'  Equity	3,243		2,707		19.8
	Total  Liabilities  &  Shareholders'  Equity	$34,066		$29,126		17.0	%
		Three Months Ended						Six Months Ended
		June 30,		June 30,		Percent		June 30,		June 30,		Percent
		2003		2002		Change		2003		2002		Change
	AVERAGE  ASSETS ($millions)
	Cash & Due  From  Banks	$747		$698		7.0	%	$755		$674		12.0	%
	Trading Securities	25		13		92.3		22		11		100.0
	Short - Term  Investments	282		907		-68.9		270		996		-72.9
	Investment  Securities	5,218		4,397		18.7		5,150		4,280		20.3
	Loans and Leases:
	Commercial  Loans & Leases	7,433		6,478		14.7		7,327		6,369		15.0
	Commercial  Real  Estate	7,836		6,188		26.6		7,724		6,021		28.3
	Residential  Real  Estate	2,894		2,508		15.4		2,846		2,493		14.2
	Home Equity Loans and Lines	4,075		3,518		15.8		4,062		3,348		21.3
	Personal  Loans and Leases	2,161		1,701		27.0		2,192		1,693		29.5
	Total  Loans and Leases	24,399		20,393		19.6		24,151		19,924		21.2
	Reserve  for  Loan  &  Leases  Losses	(345)		(292)		18.2		(345)		(286)		20.6
	Premises and Equipment, net	442		416		6.3		443		408		8.6
	Goodwill and Intangibles	1,090		731		49.1		1,089		683		59.4
	Other  Assets	1,441		1,221		18.0		1,433		1,227		16.8
	Total  Assets	$33,299		$28,484		16.9	%	$32,968		$27,917		18.1	%
	Memo:
	Average Earning Assets	$29,924		$25,710				$29,593		$25,211
	Average Earning Assets Excluding       Investment Securities
	Unrealized Gains/Losses	$29,843		$25,615				$29,509		$25,115
	AVG  LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
	Deposits:
	Noninterest Bearing	$4,073		$3,361		21.2	%	$3,967		$3,273		21.2	%
	Bank Issued Interest Bearing Activity	10,135		8,665		17.0		10,086		8,599		17.3
	Bank Issued Time	3,419		3,525		-3.0		3,493		3,528		-1.0
	Total Bank Issued Deposits	17,627		15,551		13.3		17,546		15,400		13.9
	Wholesale Deposits	4,515		3,044		48.3		4,101		2,418		69.6
	Total  Deposits	22,142		18,595		19.1		21,647		17,818		21.5
	Short - Term  Borrowings	3,204		3,863		-17.1		3,406		4,167		-18.3
	Long - Term  Borrowings	3,700		2,414		53.3		3,699		2,421		52.8
	Other  Liabilities	1,053		884		19.1		1,066		847		25.9
	Shareholders'  Equity	3,200		2,728		17.3		3,150		2,664		18.2
	Total  Liabilities  &  Shareholders'  Equity	$33,299		$28,484		16.9	%	$32,968		$27,917		18.1	%
	Memo:
	Average Interest Bearing Liabilities	$24,973		$21,511				$24,785		$21,133
M&I  Corporation
Financial Information
(unaudited)
		Three Months Ended						Six Months Ended
		June 30,		June 30,		Percent		June 30,		June 30,		Percent
		2003		2002		Change		2003		2002		Change
	CREDIT  QUALITY (a)
	Net Charge-Offs (Recoveries) ($millions)	$9.8		$8.7		12.6	%	$35.6		$19.8		79.8	%
	Net Charge-Offs (Recoveries) / Average       Loans & Leases	0.16	%	0.17	%			0.30	%	0.20	%
	Loan and Lease Loss  Reserve ($millions)	$348.1		$292.5		19.0	%	$348.1		$292.5		19.0	%
	Loan and Lease Loss  Reserve /       Period-End  Loans & Leases	1.40	%	1.40	%			1.40	%	1.40	%
	Non-Performing Loans & Leases       (NPL)($millions)	$203.3		$167.1		21.7	%	$203.3		$167.1		21.7	%
	NPL's / Period-End Loans & Leases	0.82	%	0.80	%			0.82	%	0.80	%
	Loan and Lease Loss Reserve /       Non-Performing Loans & Leases	171	%	175	%			171	%	175	%
	MARGIN  ANALYSIS (b)
	Loans and Leases:
	Commercial  Loans & Leases	4.68	%	5.35	%			4.69	%	5.37	%
	Commercial  Real  Estate	5.75		6.68				5.86		6.76
	Residential  Real  Estate	6.07		7.08				6.23		7.14
	Home Equity Loans and Lines	5.81		6.73				5.88		6.83
	Personal  Loans and Leases	5.53		6.93				5.64		7.07
	Total  Loans and Leases	5.45		6.34				5.53		6.40
	Investment  Securities	4.92		6.76				5.21		7.03
	Short - Term  Investments	1.00		1.56				1.08		1.62
	Interest Income(FTE) / Avg.       Interest Earning Assets	5.31	%	6.24	%			5.43	%	6.32	%
	Interest Bearing Deposits:
	Bank Issued Interest Bearing Activity	0.82	%	1.24	%			0.86	%	1.27	%
	Bank Issued Time	2.54		3.27				2.62		3.50
	Total Bank Issued Deposits	1.25		1.83				1.31		1.92
	Wholesale Deposits	1.60		2.34				1.71		2.40
	Total Interest Bearing Deposits	1.34		1.93				1.40		2.00
	Short - Term  Borrowings	2.63		3.93				2.55		3.71
	Long - Term  Borrowings	4.58		4.81				4.61		4.94
	Interest Expense / Avg. Interest Bearing       Liabilities	1.98	%	2.61	%			2.04	%	2.67	%
	Net Interest Margin(FTE) / Avg. Earning       Assets	3.65	%	4.04	%			3.72	%	4.07	%
	Interest Spread (FTE)	3.33	%	3.63	%			3.39	%	3.65	%
	Notes:   (a)   Includes Loans past due 90                      days or more (b)   Based on average balances         excluding fair value         adjustments  for available                      for sale securities.
	Reconciliation of Income as Adjusted to Net Income
	Income as Adjusted	$134.7		$120.4				$264.2		$236.1
	Acquisition and Transition Related
	Charges - Metavante	0.0		0.0				(1.5)		0.0
	Net Income	$134.7		$120.4				$262.7		$236.1
	METAVANTE CORPORATIONS METRICS (000's)
	e-Finance
	Bill Payment Transactions	23,410		11,367		105.9%		43,816		21,286		105.8%
	Bill Payment Active Consumers	1,775		495		258.6%		1,775		495		258.6%
	Consumer eBanking Users	525		497		5.6%		525		497		5.6%
	Financial Technology
	EFT Transactions Switched/Routed	310,532		250,959		23.7%		591,551		471,502		25.5%
	Debit Transactions Authorized/Settled	189,660		155,622		21.9%		357,967		293,908		21.8%
	Financial Technology Transactions	1,914,127		1,615,004		18.5%		3,724,664		3,161,568		17.8%