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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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Form
11-K
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(Mark
One)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2007
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from __________ to __________
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Commission
file number 1-33488
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A.
Full title of the plan and the address of the plan, if different from that
of
the
Issuer named below:
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M&I
Retirement Program
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B.
Name of the issuer of the securities held pursuant to the plan and the
address
of
its principal office:
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MARSHALL
& ILSLEY CORPORATION
770
North Water Street
Milwaukee,
Wisconsin 53202
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Financial Statement
and Exhibits
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(a)
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Financial
Statements
:
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M&I Retirement
Program
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Report
of Independent Registered Public Accounting Firm.
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Statements
of Net Assets Available for Benefits as of December 31, 2007 and
2006.
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Statements
of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2007 and 2006.
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Notes
to Financial Statements as of December 31, 2007 and 2006 and for the Year
Ended December 31, 2007.
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Supplemental
Schedule, Form 5500, Schedule H, Part IV, Line 4(i) - Schedule of Assets
(Held at End of Year) as of December 31, 2007.
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(b)
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Exhibits:
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23
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Consent
of Independent Registered Public Accounting Firm - Deloitte & Touche
LLP
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M&I
Retirement Plan
Financial
Statements as of and for the
Years Ended December 31,
2007 and 2006,
Supplemental
Schedules as of and for the
Year Ended December 31,
2007, and
Report
of
Independent
Registered Public Accounting
Firm
|
M&I
RETIREMENT PLAN
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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Statements
of Net Assets Available for Benefits as of December 31, 2007 and
2006
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2
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Statements of
Changes in Net Assets Available for Benefits for the Years Ended December
31, 2007 and 2006
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3
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Notes
to Financial Statements as of and for the Years Ended December 31,
2007 and 2006
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4–13
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Form 5500, Schedule
H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)
as
of December 31, 2007
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15
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Form
5500, Schedule H, Part IV, Question 4a — Delinquent Participant
Contributions
for
the Year Ended December 31, 2007
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16
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NOTE: All other
schedules required by Section 2520.103-10 of the Department of Labor’s
Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income
Security Act of 1974 have been omitted because they are not
applicable.
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
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To the
Trustee and Participants of the
M&I
Retirement Plan:
We have
audited the accompanying statements of net assets available for benefits of the
M&I Retirement Plan (the “Plan”) as of December 31, 2007 and 2006, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of December 31, 2007 and
2006, and the changes in net assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Supplemental Schedules are the responsibility of the Plan’s
management. Such supplemental schedules have been subjected to the auditing
procedures applied in our audit of the basic 2007 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic 2007 financial statements taken as a whole.
/s/ Deloitte & Touche
LLP
Milwaukee,
WI
June 25,
2008
M&I
RETIREMENT PLAN
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STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND
2006
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2007
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2006
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ASSETS:
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Investments
— at fair value:
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Master
Trusts
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$
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467,569,572
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$
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769,051,701
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Investments
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508,181,161
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762,185,948
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Loans
to participants
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97,649
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385,449
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Total
investments
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975,848,382
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1,531,623,098
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Receivables:
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Employee
contributions
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1,149,419
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1,903,555
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Employer
contributions — net of forfeitures of $1,096,339 and $2,337,610,
respectively
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40,979,538
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43,690,284
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Accrued
income
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513,324
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730,028
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Total
receivables
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42,642,281
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46,323,867
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Total
assets
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1,018,490,663
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1,577,946,965
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LIABILITIES
— Payables for pending trades
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1,080,886
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1,423,544
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NET
ASSETS AVAILABLE FOR BENEFITS AT
FAIR
VALUE
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1,017,409,777
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1,576,523,421
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ADJUSTMENTS
FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY
BENEFIT-RESPONSIVE
INVESTMENT CONTRACTS
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1,045,281
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1,238,290
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NET
ASSETS AVAILABLE FOR BENEFITS
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$
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1,018,455,058
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$
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1,577,761,711
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See
notes to financial statements.
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M&I
RETIREMENT PLAN
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STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED
DECEMBER 31, 2007 AND 2006
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2007
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2006
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CONTRIBUTIONS:
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Participants
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$
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51,285,674
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$
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50,712,947
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Employer
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60,158,273
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43,690,284
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Participant
rollovers
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4,760,296
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11,988,641
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Total
contributions
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116,204,243
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106,391,872
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INVESTMENT
INCOME:
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Income
(Loss) from Master Trusts
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(80,492,780
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)
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107,093,281
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Net
appreciation in fair value of investments
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48,599,259
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45,585,170
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Dividends
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8,908,051
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8,402,947
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Interest
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4,882,366
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4,804,451
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Net
investment (loss) income
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(18,103,104
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)
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165,885,849
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DEDUCTIONS:
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Benefits
paid to participants
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(111,825,071
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)
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(93,602,178
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)
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Administrative
expenses
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(20,000
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)
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(82,424
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)
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Total
deductions
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(111,845,071
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)
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(93,684,602
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)
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TRANSFERS
OUT DUE TO PLAN CHANGES (Note 1)
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(558,895,151
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)
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TRANSFERS
IN DUE TO PLAN MERGERS (Note 1)
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13,332,430
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394,498,053
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NET
(DECREASE) INCREASE IN ASSETS AVAILABLE
FOR
BENEFITS
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(559,306,653
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)
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573,091,172
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NET
ASSETS AVAILABLE FOR BENEFITS:
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Beginning
of year
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1,577,761,711
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1,004,670,539
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End
of year
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$
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1,018,455,058
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$
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1,577,761,711
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See
notes to financial statements.
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M&I
RETIREMENT PLAN
NOTES
TO FINANCIAL STATEMENTS
AS
OF AND FOR THE YEARS ENDED DECEMBER 31, 2007 AND
2006
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1.
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DESCRIPTION
OF THE PLAN
|
The
M&I Retirement Plan (the “Plan”) is a defined contribution plan which is
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA). Marshall & Ilsley Corporation (the “Corporation”)
is the administrator of the Plan and the Marshall & Ilsley Trust Company
(the “Trustee”), a subsidiary of the Corporation, is the trustee and
recordkeeper of the Plan. The Trustee holds all investments of the
Plan.
The
following descriptions of the Plan are provided for general information purposes
only. More complete information regarding the Plan’s provisions may be found in
the plan document.
Plan Transfer and Mergers
— On November 1, 2007, the Corporation and its wholly owned
subsidiary, Metavante, completed a series of transactions culminating in the
creation of two separately traded public companies. As a result, Plan balances
accruing to those participants continuing their employment with the new
Metavante Company were transferred to the new Metavante 401(k) Plan (the
Metavante Plan). Effective November 1, 2007, cash and assets of $558,895,151
were transferred from the Plan to the Metavante Plan.
On July
1, 2007, the Corporation completed the acquisition of Excel Bank Corporation
(“Excel”). All participants in the Excel 401(k) and Employee Stock Ownership
Plans (“Excel Plans”) became 100% vested as of that date. Effective
August 1, and September 4, 2007, respectively, the assets of the Excel
Plans were merged into the Plan. Assets merged into the Plan were
$9,458,213.
On
September 1, 2006, the Corporation completed the acquisition of Vicor, Inc. All
participants in the Vicor, Inc. 401(k) Profit Sharing Plan & Trust (“Vicor
Plan”) became 100% vested as of that date. Effective March 1, 2007, the
assets of the Vicor Plan were merged into the Plan. Assets merged into the Plan
were $3,874,217.
Effective
February 16, 2006, the components of the M&I Retirement Program —
M&I Retirement Plan and the Employee Stock Ownership Plan were merged into a
single plan. The balance of the M&I Retirement Program — Employee Stock
Ownership Plan of $372,983,777 was transferred and invested in the M&I
Corporation Common Stock fund investment option within the M&I Retirement
Plan.
On
April 1, 2006, the Corporation completed the acquisition of Gold Banc
Corporation. All participants in the Gold Banc Corporation, Inc. Employees’
401(k) Plan who were terminated due to a reduction in force became 100% vested
as of that date. Remaining participants continued to be subject to the existing
vesting schedule. The assets of the Gold Banc Corporation, Inc. Employees’
401(k) Plan were merged into the Plan. The Gold Banc Corporation, Inc. ESOP and
Trust was terminated, and participants could elect distribution options,
including rolling balances into the Plan. Total assets merged from these plans
were $20,039,077.
On
January 3, 2006, the Corporation completed the acquisition of AdminiSource
Communications. All participants in the Adminisource Communications 401(k)
Profit Sharing Plan and Trust (“AdminiSource Plan”) became 100% vested as of
that date, and the assets of the AdminiSource Plan were merged into the Plan.
Assets merged were $1,363,720.
Other
merger activity during 2006 totaled $111,479.
Eligibility
— All employees of
the Corporation and subsidiaries who have completed one year of continuous
service, as defined by the Plan, are eligible to receive employer profit sharing
contributions. Employees may elect to make deferrals upon the date of
hire.
Contributions
— Upon election
to participate, the participant designates under a salary reduction agreement
the amount of the annual contribution (0% to 50% of compensation, as defined),
subject to Internal Revenue Service (IRS) limitations. Employees may change the
amount of the annual contribution as often as they wish. Participants who will
reach at least age 50 by the end of the plan year have the ability to make
pre-tax 401(k) catch-up contributions, subject to IRS limitations. The
Corporation will make a guaranteed matching contribution of 50%, up to a maximum
of 6% of the participant’s compensation. Effective beginning in the 2006 plan
year, participants can elect to make post-tax contributions to the Plan through
Roth 401(k) contributions.
Corporation
profit sharing contribution percentages are discretionary and are determined by
the Board of Directors on an annual basis. The Corporation made profit sharing
contributions of 8% of eligible compensation during the years ended
December 31, 2007 and 2006.
Vesting
— All employee
contributions and Corporation matching contributions and related income are
fully vested at all times. Corporation profit sharing contributions for the year
ended December 31, 2006, vest at the earliest of the following
dates:
|
a.
|
The
date the participant completed at least 5 years of vesting service, as
defined by the Plan.
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|
b.
|
The
date of the participant’s death while employed by the Corporation and
subsidiaries.
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c.
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The
date of participant’s attainment of age 65 or earlier
disability.
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d.
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The
date of termination of the Plan (or partial termination as to participants
affected thereby) or the date of complete discontinuance of contributions
by the Corporation at a time when the participant is employed by the
Corporation or by a subsidiary.
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e.
|
The
date the participant’s employment terminates due to reduction in
force.
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|
Corporation
profit sharing contributions for the year ended December 31, 2007, vest as
follows:
|
Years
of Vested Service
|
Vested
%
|
<
2
|
0
|
|
2
|
20
|
|
3
|
40
|
|
4
|
60
|
|
5
|
100
|
|
Benefit Payments
— Upon
termination, death, retirement, in the event of disability, as defined, or
financial hardship, a participant or beneficiary is entitled to withdraw his or
her vested interest in a lump sum payment. Participants who are 59 or older may
take pretax withdrawals for any reason. In addition, after-tax contributions
made before 1987 and former Valley Bancorporation employee balances from the
former Valley Bancorporation plan are available for distribution.
Participant Accounts
—
Individual accounts are maintained for each of the Plan’s participants. Each
participant’s account is credited with the participant’s contributions, the
participant’s share of Corporation contributions, and allocations of the Plan’s
income (loss). Any related administrative expenses based on participant earnings
or account balances are deducted from the participant’s account. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant’s vested account.
Investment Options
—
Participants may direct their pretax and matched, Roth 401(k), and Corporation
profit sharing contributions and any related earnings thereon into eighteen
investment options designated by the Plan’s investment committee in 1%
increments. Participants are able to change their investment elections
daily.
2.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
Basis of Accounting
— The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.
Accounting Estimates
— The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Plan’s
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Contributions
— Contributions
from employees are recorded in the period the employer makes corresponding
payroll deductions. Contributions from the employer are accrued based upon
amounts required to be contributed as determined by the Plan.
Investment Valuation and Income
Recognition
— Investments are stated at fair market value except for the
Marshall & Ilsley Stable Principal Fund (the “Fund”), which is stated at
fair value and then adjusted to contract value. The Fund invests in guaranteed
investment contracts. Fully benefit-responsive investment contracts are valued
at fair value. The crediting interest rates are determined under the terms of
the investment contracts, at various intervals. There are no limitations on
guarantees of the contracts.
Quoted
market prices were used to value investments held by the Plan as well as the
underlying investments of Master Trusts in which the Plan invests. Shares of
mutual funds were valued at quoted market prices, which represent the net asset
value of shares held by the Plan at year end.
Management
fees and operating expenses charged to the Plan for investments in the mutual
funds are deducted from income earned on a daily basis and are not separately
reflected. Consequently, management fees and operating expenses are reflected as
a reduction of investment return for such investments.
Participant
loans are valued at unpaid principal amounts. Purchases and sales of securities
are recorded on a trade-date basis. Interest income is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend date. The Statement of
Changes in Net Assets Available for Benefits reflects income credited to
participants and net appreciation or depreciation in fair value of only those
investments that are not fully benefit responsive.
Administrative Expenses
—
Trustee fees were paid by the Corporation. Significantly all other
administrative expenses for the Plan were paid by the Plan for the years ended
December 31, 2007 and 2006. In 2007 and 2006.
Payment of Benefits
— Benefit
payments to participants are recorded upon distribution. There were no amounts
allocated to participants who elected benefit payments but were not yet paid as
of December 31, 2007 and 2006.
Risks and Uncertainties
— The
Plan utilizes various investment instruments, including mutual funds and a
common collective fund. Investment securities, in general, are exposed to
various risks, such as interest rate, credit, and overall market volatility. Due
to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could have a material effect on the
values of the investment instruments reported in the financial
statements.
Pending New Accounting
Guidance
—
In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Accounting Standard 157,
Fair Value Measurements
(SFAS
157), which is effective for the plan January 1, 2008. SFAS 157 provides
enhanced guidance for using fair value to measure assets and liabilities. The
standard applies whenever other standards require or permit assets or
liabilities to be measured at fair value. Under the standard, fair value refers
to the price at the measurement date that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants in which the reporting entity is engaged. The standard does not
expand the use of fair value in any new circumstances. Since virtually all of
the plan assets are presented at fair value derived from methodologies generally
consistent with the standard, it is not expected to have a material impact on
the Plan.
The
Plan’s investments that represented 5% or more of the Plan’s net assets
available for benefits as of December 31, 2007 and 2006, are as
follows:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Marshall
Intermediate Bond Fund*
|
|
$
|
58,338,564
|
|
|
$
|
90,649,501
|
|
Marshall
Large Cap Growth & Income Fund*
|
|
|
68,790,723
|
|
|
|
99,707,266
|
|
M&I
Master Trust — Growth Balanced Fund*
|
|
|
89,757,590
|
|
|
|
124,481,874
|
|
M&I
Master Trust — Aggressive Stock Fund*
|
|
|
79,169,377
|
|
|
|
115,683,804
|
|
Vanguard
Institutional Index Fund
|
|
|
104,725,652
|
|
|
|
161,052,180
|
|
M&I
Stable Principal Fund*
|
|
|
76,826,585
|
|
|
|
99,589,121
|
|
M&I
Master Trust — M&I Stock Fund*
|
|
|
191,934,951
|
|
|
|
438,014,635
|
|
M&I
Master Trust — Metavante Stock Fund
|
|
|
54,853,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Represents party-in-interest
|
|
|
|
|
|
|
|
|
During
the years ended December 31, 2007 and 2006, the Plan’s investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated in value as follows:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
48,599,259
|
|
|
$
|
45,585,170
|
|
|
|
|
|
|
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
|
48,599,259
|
|
|
$
|
45,585,170
|
|
4.
|
INTEREST
IN MASTER TRUSTS
|
For the
period January 1, 2006 through February 16, 2006, the Plan’s
investments were commingled with the assets of the M&I Retirement
Program — Employee Stock Ownership Plan in the M&I Retirement Program
Master Trust (“ESOP Master Trust”). Investment income of the ESOP Master Trust
was allocated to the participating plans based on the individual participant
balances. Upon merger of the M&I Retirement Program — Employee Stock
Ownership Plan, as described in Note 1, the ESOP Master Trust was
dissolved.
M&I
Retirement Program Master Trust income and its allocation to the participating
plans for the period January 1, 2006 through February 16, 2006, is as
follows:
Dividend
and interest income
|
|
$
|
973,190
|
|
|
|
|
Net
appreciation in the fair value of investments — by
type:
Mutual funds
|
|
|
26,582,871
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Retirement Master Trust income
|
|
$
|
27,556,061
|
|
|
|
|
|
|
|
|
|
|
|
|
M&I
Retirement Program — M&I Retirement Plan
|
|
$
|
23,547,269
|
|
|
|
85.45
|
%
|
M&I
Retirement Program — Employee Stock Ownership Plan
|
|
|
4,008,792
|
|
|
|
14.55
|
|
|
|
|
|
|
|
|
|
|
Total
income of M&I Retirement Program Master Trust
|
|
$
|
27,556,061
|
|
|
|
100.00
|
%
|
Certain
of the Plan’s investment assets are held in trust accounts at the Trustee and
consist of undivided interests in investments. These master trust accounts (the
“Master Trusts”) are established by the Corporation and administered by the
Trustee. Use of the Master Trusts permits the commingling of the Plan’s assets
with the assets of the NYCE 401(k) Plan and the Missouri State Bank & Trust
Company Retirement Savings Plan for investment and administrative purposes.
Effective November 1, 2007, the NYCE 401(k) Plan exited the trusts in
conjunction with the separation of the Corporation and Metavante. Although
assets of the remaining plans are commingled in the Master Trusts, the Trustee
maintains supporting records for the purpose of allocating the net gain or loss
of the investment account to the participating plans. The net investment income
of the investment assets is allocated by the Trustee to each participating plan
based on the relationship of the interest of each plan to the total of the
interests of the participating plans.
The
Plan’s investments and income in the Master Trusts at December 31, 2007 and
2006, respectively, are summarized as follows:
M&I
Master Trust — Aggressive Stock Fund
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices —
mutual funds
|
|
$
|
79,471,498
|
|
|
$
|
116,363,654
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Aggressive
Stock
Fund
|
|
$
|
79,471,498
|
|
|
$
|
116,363,654
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust
—
Aggressive Stock Fund
|
|
$
|
79,169,377
|
|
|
$
|
115,683,304
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Aggressive
Stock Fund as a
percentage of the total
|
|
|
99.62
|
%
|
|
|
99.42
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
888,082
|
|
|
$
|
942,819
|
|
Net
appreciation in the fair value of investments —
mutual
funds
|
|
|
11,358,201
|
|
|
|
14,455,227
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Aggressive Stock Fund income
|
|
$
|
12,246,283
|
|
|
$
|
15,398,046
|
|
M&I
Master Trust — Growth Balanced Fund
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— mutual funds
|
|
$
|
90,305,498
|
|
|
$
|
127,634,361
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Growth
Balanced
Fund
|
|
$
|
90,305,498
|
|
|
$
|
127,634,361
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Growth
Balanced Fund
|
|
$
|
89,757,590
|
|
|
$
|
124,481,874
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Growth
Balanced Fund as a
percentage of the total
|
|
|
99.39
|
%
|
|
|
97.53
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
3,043,328
|
|
|
$
|
2,724,630
|
|
Net
appreciation in the fair value of investments —
mutual
funds
|
|
|
7,437,627
|
|
|
|
10,296,520
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Growth Balanced Fund income
|
|
$
|
10,480,955
|
|
|
$
|
13,021,150
|
|
M&I
Master Trust — Aggressive Balanced Fund
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— mutual funds
|
|
$
|
18,199,895
|
|
|
$
|
18,624,234
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Aggressive
Balanced
Fund
|
|
$
|
18,199,895
|
|
|
$
|
18,624,234
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust
—
Aggressive Balanced Fund
|
|
$
|
18,144,471
|
|
|
$
|
16,613,782
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Aggressive
Balanced Fund as
a percentage of the total
|
|
|
99.70
|
%
|
|
|
89.21
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
359,439
|
|
|
$
|
243,808
|
|
Net
appreciation in the fair value of investments —
mutual
funds
|
|
|
1,451,322
|
|
|
|
1,610,942
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Aggressive Balanced
Fund
income
|
|
$
|
1,810,761
|
|
|
$
|
1,854,750
|
|
M&I
Master Trust — Moderate Balanced Fund
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— mutual funds
|
|
$
|
9,751,289
|
|
|
$
|
8,164,618
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Moderate
Balanced
Fund
|
|
$
|
9,751,289
|
|
|
$
|
8,164,618
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Moderate
Balanced Fund
|
|
$
|
9,602,687
|
|
|
$
|
6,880,572
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Moderate
Balanced Fund as a
percentage of the total
|
|
|
98.48
|
%
|
|
|
84.27
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
361,399
|
|
|
$
|
179,817
|
|
Net
appreciation in the fair value of investments —
mutual
funds
|
|
|
401,452
|
|
|
|
370,800
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Moderate Balanced Fund income
|
|
$
|
762,851
|
|
|
$
|
550,617
|
|
M&I
Master Trust — Diversified Stock Fund
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— mutual funds
|
|
$
|
24,236,217
|
|
|
$
|
23,233,811
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Diversified
Stock
Fund
|
|
$
|
24,236,217
|
|
|
$
|
23,233,811
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust
—
Diversified Stock Fund
|
|
$
|
24,107,278
|
|
|
$
|
22,377,534
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Diversified Stock
Fund as a
percentage of the total
|
|
|
99.47
|
%
|
|
|
96.31
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
318,881
|
|
|
$
|
227,035
|
|
Net
appreciation in the fair value of investments —
mutual
funds
|
|
|
2,027,564
|
|
|
|
2,384,163
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Diversified Stock Fund income
|
|
$
|
2,346,445
|
|
|
$
|
2,611,198
|
|
M&I
Master Trust — Metavante Stock Fund
|
|
2007
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— common stock
|
|
$
|
54,882,646
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Metavante
Stock
Fund
|
|
$
|
54,882,646
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Metavante
Stock Fund
|
|
$
|
54,853,218
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Metavante Stock
Fund as a
percentage of the total
|
|
|
99.95
|
%
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
3,907
|
|
Net
appreciation in the fair value of
investments — common
stock
|
|
|
77,851,991
|
|
|
|
|
|
|
Total
M&I Master Trust — Metavante Stock Fund income
|
|
$
|
77,855,898
|
|
M&I
Master Trust — M&I Stock Fund
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— common stock
|
|
$
|
192,036,571
|
|
|
$
|
483,516,733
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust —
M&I Stock
Fund
|
|
$
|
192,036,571
|
|
|
$
|
483,516,733
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
M&I
Stock Fund
|
|
$
|
191,934,951
|
|
|
$
|
483,014,635
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — M&I Stock
Fund as a
percentage of the total
|
|
|
99.95
|
%
|
|
|
99.90
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
11,158,319
|
|
|
$
|
10,761,089
|
|
Net
appreciation (depreciation) in the fair value of
investments —
common stock
|
|
|
(196,568,499
|
)
|
|
|
48,675,405
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — M&I Stock Fund
income
(loss)
|
|
$
|
(185,410,180
|
)
|
|
$
|
59,436,494
|
|
At
December 31, 2007 and 2006, the M&I Master Trust — M&I Stock Fund
held 7,125,843 and 10,024,546 shares, respectively, of common stock of the
Corporation, the sponsoring employer, with a cost basis of $88,432,538 and
$142,705,068, respectively. During the year ended December 31, 2007, the
M&I Master Trust — M&I Stock Fund recorded dividend income of
$11,075,737.
5.
|
FEDERAL
INCOME TAX STATUS
|
The Plan
has obtained a determination letter from the IRS dated December 20, 2005,
approving the Plan as qualified for tax-exempt status. The Plan has been amended
since receiving the determination letter. However, the Corporation believes that
the Plan is currently designed and operated in compliance with the applicable
requirements of the Internal Revenue Code and the Plan and related trust
continue to be tax-exempt. Therefore, no provision for income taxes has been
included in the Plan’s financial statements.
6.
|
EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
|
Certain
Plan investments are shares of mutual funds, a common collective fund, and
Master Trusts managed by the Trustee, as well as common stock of the
Corporation. The Corporation is the trustee as defined by the Plan and,
therefore, these transactions qualify as exempt party-in-interest transactions.
Fees paid by the Plan for investment management services were included as a
reduction of the return earned on each fund.
The Plan
does not offer new loans to active participants. All existing loans are as a
result of plan mergers due to acquisitions. The loans are repayable through
payroll deductions and were written with original terms of one to twenty-five
years. The interest rate was based on prevailing market conditions at the time
the loans were made and are fixed over the life of the note. Interest rates on
participant loans ranged from 4.00% to 9.5% at December 31, 2007 and 4.0%
to 10.5% at December 31, 2006.
8.
|
RECONCILIATION
OF FINANCIAL STATEMENTS TO FORM
5500
|
The
reconciliation of net assets available for benefits and changes in net assets
available for benefits per the financial statements to the Form 5500 as of
December 31, 2007 and 2006 and for the year ended December 31, 2007, is as
follows:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Statement
of net assets available for benefits:
|
|
|
|
|
|
|
Net assets available
for benefits per the financial statements
|
|
$
|
1,018,455,058
|
|
|
$
|
1,577,761,711
|
|
Adjustments from
contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
(1,045,281
|
)
|
|
|
(1,238,290
|
)
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500 —
at fair
value
|
|
$
|
1,017,409,777
|
|
|
$
|
1,576,523,421
|
|
|
|
|
|
|
|
|
|
|
Statement
of changes in net assets available for benefits:
|
|
|
|
|
|
|
|
|
Decrease
in net assets per the financial statements
|
|
$
|
(559,306,653
|
)
|
|
|
|
|
Adjustment from
contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
193,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income per Form 5500
|
|
$
|
(559,113,644
|
)
|
|
|
|
|
Forfeited
nonvested accounts are used to reduce Corporation contributions. Forfeitures of
$1,096,339 and $2,337,610 were used to reduce Corporation contributions during
2007 and 2006, respectively. These forfeitures relate to the nonvested portions
of the employer profit sharing contributions.
Although
it has not expressed any intention to do so, the Corporation has the right under
the Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions set forth in ERISA. In the event that the Plan is
terminated, all participants would be 100 percent vested in their
accounts.
******
SUPPLEMENTAL
SCHEDULES
M&I
RETIREMENT PLAN
|
|
|
|
|
|
|
|
|
|
FORM
5500, SCHEDULE H, PART IV, LINE 4i —
SCHEDULE OF ASSETS (HELD AT
END OF YEAR)
AS
OF DECEMBER 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
of Investment,
|
|
|
|
|
Including
Maturity Date,
|
|
|
|
|
Rate
of Interest, Collateral,
|
|
Current
|
|
Issuer
|
and
Par or Maturity Value
|
|
Value
|
|
|
|
|
|
|
Cash
|
|
|
$
|
179,719
|
|
Marshall
Intermediate Bond Fund*
|
Registered
Investment Company
|
|
|
58,338,564
|
|
Marshall
Mid-Cap Growth Fund*
|
Registered
Investment Company
|
|
|
41,203,780
|
|
Marshall
Mid-Cap Value Fund*
|
Registered
Investment Company
|
|
|
15,008,229
|
|
Marshall
Large Cap Growth & Income Fund*
|
Registered
Investment Company
|
|
|
68,790,723
|
|
Marshall Large
Cap Value Fund*
|
Registered
Investment Company
|
|
|
20,798,713
|
|
Marshall
International Stock Fund*
|
Registered
Investment Company
|
|
|
47,792,241
|
|
M&I
Master Trust — Growth Balanced Fund*
|
Master
Trust
|
|
|
89,757,590
|
|
M&I
Master Trust — Moderate Balanced Fund*
|
Master
Trust
|
|
|
9,602,687
|
|
M&I
Master Trust — Aggressive Balanced Fund*
|
Master
Trust
|
|
|
18,144,471
|
|
M&I
Master Trust — Aggressive Stock Fund*
|
Master
Trust
|
|
|
79,169,377
|
|
M&I
Master Trust — Diversified Stock Fund*
|
Master
Trust
|
|
|
24,107,278
|
|
Vanguard
Institutional Index Fund
|
Registered
Investment Company
|
|
|
104,725,562
|
|
Managers
Special Equity Fund
|
Registered
Investment Company
|
|
|
19,041,764
|
|
Davis
Venture
|
Registered
Investment Company
|
|
|
27,935,998
|
|
T
Rowe Price Growth
|
Registered
Investment Company
|
|
|
12,598,411
|
|
M&I
Stable Principal Fund*
|
Common
Collective Fund
|
|
|
76,826,585
|
|
Goldman
Sachs Small-Cap Value Fund
|
Registered
Investment Company
|
|
|
14,924,656
|
|
M&I
Master Trust — Metavante Stock Fund
|
Master
Trust
|
|
|
54,853,218
|
|
M&I
Master Trust — M&I Stock Fund*
|
Master
Trust
|
|
|
191,934,951
|
|
Various
Participants
|
Participant
Loans (at interest rates of 4% - 9.5%)
|
|
|
97,649
|
|
M&I
Corporation Common Stock*
|
Common
Stock
|
|
|
12,578
|
|
Other
|
Various
|
|
|
3,638
|
|
|
|
|
|
|
|
|
|
|
$
|
975,848,382
|
|
|
|
|
|
|
|
*
Represents a party-in-interest
|
|
|
|
|
|
|
|
|
|
|
|
M&I
RETIREMENT PLAN
|
|
|
|
|
|
|
|
|
|
|
FORM
5500, SCHEDULE H, PART IV, QUESTION 4a—
DELINQUENT PARTICIPANT
CONTRIBUTIONS
FOR
THE YEAR ENDED DECEMBER 31, 2007
|
|
|
|
|
|
|
|
Question
4a "Did the employer fail to transmit to the plan any participant
contributions
within
the time period described in 29 CFR 2510.3-102," was answered
"yes."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relationship
to
|
|
|
|
|
Identity
of Party
|
Plan,
Employer, or
|
|
|
|
|
Involved
|
Other
Party-in-Interest
|
Description
of Transactions
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M&I
Corporation
|
Employer/Plan
Sponsor
|
Participant
contributions for employees were not funded within the time period
prescribed by D.O.L. Regulation 2510.3-102.
|
|
$
|
4,507
|
|
|
|
The
December 2006 participant contribution was deposited on March 26,
2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
M&I
RETIREMENT PROGRAM
|
|
|
|
/s/ Paul J. Renard
|
|
Paul
J. Renard
Senior
Vice President, Director of Human Resources of Marshall & Ilsley
Corporation and a Member of the Committee of the M&I Retirement
Program
|
|
|
Date:
June 27, 2008
|
|
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