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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, 2008
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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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(b)
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Exhibits:
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23
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M&I
Retirement Program
Financial
Statements as of and for the
Years
Ended December 31, 2008 and 2007, Supplemental Schedules as of and
for the year ended December 31, 2008, and Report of Independent
Registered
Public
Accounting Firm
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M&I RETIREMENT PROGRAM
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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FINANCIAL
STATEMENTS:
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Statements of Net
Assets Available for Benefits
as
of December 31, 2008 and 2007
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Statements of
Changes in Net Assets Available for Benefits for the
Years
Ended December 31, 2008 and 2007
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Notes to Financial
Statements as of and for the
Years
Ended December 31, 2008 and 2007
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4-16
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SUPPLEMENTAL
SCHEDULES
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Form 5500,
Schedule H, Part IV, Line 4i — Schedule of Assets
(Held at End of Year)
as
of December 31, 2008
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Form 5500,
Schedule H, Part IV, Line 4a — Delinquent Participant
Contributions
for
the Year Ended December 31, 2008
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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
To the
Trustee and Participants of the
M&I
Retirement Program:
We have
audited the accompanying statements of net assets available for benefits of the
M&I Retirement Program (the “Plan”) as of December 31, 2008 and 2007,
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, 2008 and
2007, 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 2008 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic 2008 financial statements taken as a whole.
/s/
Deloitte &
Touche
,
LLP
Milwaukee,
Wisconsin
May 29,
2009
M&I RETIREMENT PROGRAM
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STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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AS
OF DECEMBER 31, 2008 AND 2007
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2008
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2007
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ASSETS:
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Investments
— at fair value:
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Interest
in Master Trusts
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$
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286,233,611
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$
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467,569,572
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Investments
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366,364,636
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508,181,161
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Loans
to participants
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11,023
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97,649
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Total
investments
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652,609,270
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975,848,382
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Receivables:
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Employee
contributions
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1,032,118
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1,149,419
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Employer
contributions — net of forfeitures of
$1,002,667 and $1,096,339,
respectively
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36,247,600
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40,979,538
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Accrued
income
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618,406
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513,324
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Total
receivables
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37,898,124
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42,642,281
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Total
assets
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690,507,394
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1,018,490,663
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LIABILITIES
— Payables for pending trades
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906,552
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1,080,886
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NET
ASSETS REFLECTING ALL INVESTMENTS
AT FAIR
VALUE
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689,600,842
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1,017,409,777
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ADJUSTMENTS
FROM FAIR VALUE TO CONTRACT
VALUE FOR FULLY BENEFIT-RESPONSIVE
INVESTMENT CONTRACTS
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4,735,264
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1,045,281
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NET
ASSETS AVAILABLE FOR BENEFITS
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$
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694,336,106
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$
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1,018,455,058
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See
notes to financial statements.
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M&I RETIREMENT PROGRAM
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STATEMENTS
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
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2008
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2007
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CONTRIBUTIONS:
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Participants
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$
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32,095,569
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$
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51,285,674
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Employer
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36,250,238
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60,158,273
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Participant
rollovers
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1,917,146
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4,760,296
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Total
contributions
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70,262,953
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116,204,243
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INVESTMENT
LOSS:
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Loss
from Interests in Master Trusts
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(177,688,297
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(80,492,780
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Net
(depreciation) appreciation in fair value of investments
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(160,522,748
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48,599,259
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Dividends
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7,219,132
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8,908,051
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Interest
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3,420,259
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4,882,366
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Net
investment loss
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(327,571,654
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(18,103,104
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DEDUCTIONS:
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Benefits
paid to participants
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(66,577,546
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(111,825,071
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Administrative
expenses
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(37,500
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(20,000
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Total
deductions
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(66,615,046
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(111,845,071
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TRANSFERS
OUT DUE TO PLAN CHANGES (Note 1)
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(195,205
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(558,895,151
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TRANSFERS
IN DUE TO PLAN MERGERS (Note 1)
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-
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13,332,430
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NET
DECREASE IN ASSETS AVAILABLE
FOR
BENEFITS
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(324,118,952
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(559,306,653
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NET
ASSETS AVAILABLE FOR BENEFITS:
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Beginning
of year
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1,018,455,058
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1,577,761,711
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End
of year
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$
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694,336,106
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$
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1,018,455,058
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See
notes to financial statements.
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M&I RETIREMENT PROGRAM
NOTES TO FINANCIAL
STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND
2007
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1.
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DESCRIPTION
OF THE PLAN
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The
M&I Retirement Program (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 Retirement Program (the
Metavante Plan). Effective November 1, 2007, cash and assets of
$558,895,151 were transferred from the Plan to the Metavante
Plan. During 2008 final plan transfers from the Plan to the Metavante
Plan were completed in the amount of $195,205.
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, 2007 and September 4, 2007, 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.
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, excluding interns, co-op and in-roads
employees. Eligible 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 pre-tax annual contribution (0% to 50% of
compensation, as defined), subject to Internal Revenue Service (IRS)
limitations. Employees may change the amount of the pre-tax 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 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,
following one year of service. 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 contributions consist of both guaranteed and discretionary
contributions. Percentages that are discretionary are determined by
the Board of Directors on an annual basis. The Corporation made profit sharing
contributions of 2% guaranteed, 4% discretionary and 2% guaranteed, 6%
discretionary of eligible compensation during the years ended December 31,
2008 and 2007, respectively.
Vesting
— All employee
contributions and Corporation matching contributions and related income are
fully vested at all times. Corporation profit sharing contributions for the
years ended December 31, 2008 and 2007, vest at the earliest of the
following dates:
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a.
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The
dates the participant completes years of vesting service, as defined by
the Plan in the following table.
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Years
of Vested Service
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Vested
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Less
than 2
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-
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%
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2
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20
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3
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40
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4
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60
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5
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100
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b.
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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.
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The
date the participant’s employment terminates due to reduction in
force.
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Corporation
profit sharing contributions for years prior to 2007 vest on the earliest of the
date the participant completing 5 years of vesting service, the participants
death, the participants attainment of age 65 or earlier disability, the date of
termination of the plan, or the date the participant’s employment terminates due
to a reduction in force
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 (excluding profit sharing for any
hardship withdrawal). Participants who are 59 1/2 or older may take in-service
pre-tax 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.
Participant
Loans
— The Plan does not
offer loans to active participants. All existing loans are as a result of plan
mergers due to acquisitions. (See Note 8).
Investment Options
—
Participants may direct their pre-tax 401(k), match, Roth 401(k), rollover and
Corporation profit sharing contributions and any related earnings thereon into
twenty-one investment options designated by the Plan’s investment committee in
1% increments. Participants are able to change their investment elections
daily. Participants who are invested in the Metavante Stock Fund are
able to diversify their investment out of the fund, but are not able to direct
new contributions into it.
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2.
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SIGNIFICANT
ACCOUNTING POLICIES
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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
- All
investments are stated at fair value, except for the M&I Stable Principal
Fund (the “Stable Principal Fund”) whose investments include synthetic and
traditional guaranteed investment contracts (GIC’s) which meet the definition of
fully benefit-responsive under SOP 94-4,
Reporting of Investment Contracts
Held by Health and Welfare Benefit Plans and Defined-Contribution Pension
Plans
, as amended by FASB Staff Position AAGINV and SOP 94-4-1,
Reporting of Fully Benefit
Responsive Investment Contracts Held by Certain Investment Companies Subject to
the AICPA Investment Company Guide and Defined –Contribution Health and Welfare
and Pension Plans.
Contract value is considered the relevant
measurement attribute for benefit-responsive contracts because that is the
amount participants in the fund would pay or receive if they were to initiate
contributions or withdrawals. Therefore, the fair value stated in
investments is adjusted to contract value on the statement of net assets
available for benefits for fully-benefit responsive investment
contracts. The GIC crediting interest rates are determined at
various intervals under the terms of the investment contracts. There are no
limitations on guarantees of the contracts.
Income Recognition -
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.
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, 2008 and 2007.
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, 2008 and 2007.
Risks and Uncertainties
—
The Plan investments include mutual funds, interests in master trusts, equity
securities and a common collective fund that holds synthetic and traditional
GIC’s. 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. Synthetic and
traditional GIC’s, which meet the definition of fully benefit-responsive, are
carried at contact value. If an event were to occur such that the
realization of the full contract value is no longer probable (for example, a
significant decline in credit worthiness of the contract issuer or wrapper
provider), these investment contracts would no longer be considered fully
benefit responsive and would be carried at fair value.
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3.
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FAIR
VALUE MEASUREMENTS
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On
January 1, 2008 the Plan adopted Statement of Financial Accounting Standard No.
157,
Fair
Value Measurements
(“SFAS 157”). SFAS 157 provides enhanced
guidance for measuring fair value. The standard generally 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.
In
October 2008, the Financial Accounting Standards Board (“FASB”) issued FSP No.
FAS 157-3 (“FSP 157-3”),
Determining the
Fair Value of a Financial Asset When the Market for That Asset Is Not
Active
. FSP 157-3 clarifies, but does not change, the
application of existing principles in SFAS 157, in a market that is not active
and provides an example to illustrate key considerations for determining the
fair value of a financial asset when either relevant observable inputs do not
exist or available observable inputs are in a market that is not
active. FSP 157-3 was effective upon issuance and the effect of
adoption was not significant.
In April
2009, the FASB issued FSP No. FAS 157-4,
Determining When
the Volume and Level of Activity for an Asset or Liability have Substantially
Decreased and Identifying Transactions That Are Not
Orderly
. The FSP clarifies but does not change the fair value
existing principles in FAS 157. FSP 157-4 is effective for the plan
on January 1, 2010. The impact of the FSP on the Plan is not expected
to be significant.
Fair-Value Hierarchy
- SFAS
157 establishes a three-tier hierarchy for fair value measurements based upon
the transparency of the inputs to the valuation of an asset or liability and
expands the disclosures about instruments measured at fair value. A
financial instrument is categorized in its entirety and its categorization
within the hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. The three levels are described
below.
Level 1-
Inputs to the valuation methodology are quoted prices (unadjusted) for identical
assets or liabilities in active markets.
Level 2-
Inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets and inputs that are observable for the asset or
liability, either directly or indirectly, for substantially the full term of the
financial instrument. Fair values for these instruments are estimated
using pricing models, quoted prices of securities with similar characteristics,
or discounted cash flows.
Level 3-
Inputs to the valuation methodology are unobservable and significant to the fair
value measurement. Fair values are initially valued based upon
transaction price and are adjusted to reflect exit values as evidenced by
financing and sale transactions with third parties.
Determination of Fair Value
-
Following is a description of the valuation methodologies used for measuring the
fair value of investments.
Interest in
Master Trusts
— These
investment vehicles are unitized funds which are valued using the Net Asset
Value (NAV) provided by the administrator of the fund. The NAV is
based on the value of the underlying assets (mutual funds and common stock)
owned by the fund, minus its liabilities, and then divided by the number of
units outstanding. The fair values of the underlying assets are based
on quoted prices in active markets for identical assets and classified within
level 1 of the valuation hierarchy (see Note 5).
Investments
—Mutual Funds
are valued using the NAV provided by the administrator of the
fund. The NAV is based on the value of the underlying assets owned by
the fund, minus its liabilities, and then divided by the number of shares
outstanding. The NAV is a quoted price in an active market and
classified within level 1 of the valuation hierarchy.
The
Stable Principal Fund is primarily invested in traditional and synthetic GICs,
interests in a securities lending collateral fund and a money market
fund.
Traditional
GICs are typically issued by insurance companies or banks and are essentially
nonmarketable deposits with the issuing entity. The issuer is contractually
obligated to repay the principal and stated interest. The repayment of a
traditional GIC is the sole responsibility of the issuing entity. In the case of
a synthetic GIC, the Fund purchases high quality debt obligations and enters
into contractual arrangements (wrapper contracts) with third parties related to
these debt obligations to provide a guarantee of contract value and specified
interest.
Fair
values of the high quality debt obligations underlying the synthetic GICs and
the interest in the securities lending collateral fund are measured using
various matrix pricing methodologies or complied modeled prices from various
sources. These models are primarily industry-standard processes that
apply various assumptions, including time value, yield curve, volatility
factors, prepayment speeds, default rates and current and contractual prices for
the underlying investments. Substantially all of inputs to the
pricing matrix and model assumptions are observable in the marketplace, can be
derived from observable data or are supported by observable levels at which
transactions are executed in the marketplace. The fair values
of the traditional GIC’s are determined using a discounted cash flow
model. The fair value of the wrapper contract is determined to be
zero since the wrapper resets monthly at market rates.
During
2008, the Stable Principal Fund entered into two capital support agreements
(“CSAs”), one as of September 30, 2008, with the Trustee, and one as of November
30, 2008, with the Corporation. The CSAs were necessary due to volatility in the
fixed income securities markets, which the Trustee believes is liquidity-driven.
The Trustee’s CSA requires the Trustee to contribute up to $30 million in
capital to the Stable Principal Fund if the retention or disposition of
interests in the securities lending collateral fund held by the Stable Principal
Fund cause a loss that would otherwise prevent the Stable Principal
Fund from
valuing assets on a cost rather than a market value basis and maintaining a
stable net asset value of $1.00 per unit. The Corporation’s CSA requires the
Corporation to contribute up to $60 million of capital to the Stable Principal
Fund in the same circumstances, but the Corporation’s obligation would only be
triggered upon the exhaustion of the Trustee’s capital support under its CSA.
Both CSAs’ initial terms ended on December 31, 2008, and both were renewed under
their terms, which provide for three month renewals with all the significant
terms, including maximum contribution limits, remaining unchanged. To date, no
capital contributions have been required under either CSA. The fair value of the
capital support agreements provided to the Stable Value Fund by the Corporation
and the Trustee is generally the intrinsic value of the guarantee and represents
approximately 40% of the aggregate CSA’s contractual limit.
The fair
value of the Stable Value Fund is classified as level 2 of the fair valuation
hierarchy.
Loans to Participants
—
Participant loans are valued at unpaid principal amounts, which approximates
fair value and are classified within level 3 of the valuation
hierarchy.
Investments
held outside of the Master Trusts stated at fair value on a recurring basis are
categorized in their entirety in the table below based upon the lowest level of
significant input to the valuations as of December 31, 2008.
|
|
Quoted
Prices in Active Markets for Identical Assets
|
|
|
Significant
Other Observable Inputs
|
|
|
Significant
Unobservable Inputs
|
|
|
|
|
|
|
(Level
1)
|
|
|
(Level
2)
|
|
|
(Level
3)
|
|
|
TOTALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual
Funds
|
|
$
|
277,564,086
|
|
|
|
|
|
|
|
|
$
|
277,564,086
|
|
Stable
Value Fund
|
|
|
|
|
|
$
|
88,800,550
|
|
|
|
|
|
|
88,800,550
|
|
Loans
to Participants
|
|
|
|
|
|
|
|
|
|
$
|
11,023
|
|
|
|
11,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
277,564,086
|
|
|
$
|
88,800,550
|
|
|
$
|
11,023
|
|
|
$
|
366,375,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level
3 Gains and Losses
The table
presented below summarizes the change in balance sheet carrying values
associated with financial instruments measured using significant unobservable
inputs (Level 3) during the year ended December 31, 2008
|
|
Loans
to Participants
|
|
|
|
|
|
Balance
at January 1, 2008
|
|
$
|
97,649
|
|
|
|
|
|
|
Payments
|
|
|
(86,626
|
)
|
|
|
|
|
|
Balance
at December 31, 2008
|
|
$
|
11,023
|
|
The
Plan’s investments that represented 5% or more of the Plan’s net assets
available for benefits as of December 31, 2008 and 2007, are as
follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Marshall
Intermediate Bond Fund*
|
|
$
|
47,901,165
|
|
|
$
|
58,338,564
|
|
Marshall
Large Cap Growth & Income Fund*
|
|
|
38,717,960
|
|
|
|
68,790,723
|
|
M&I
Master Trust — Growth Balanced Fund*
|
|
|
63,933,576
|
|
|
|
89,757,590
|
|
M&I
Master Trust — Aggressive Stock Fund*
|
|
|
46,581,134
|
|
|
|
79,169,377
|
|
Vanguard
Institutional Index Fund
|
|
|
64,388,474
|
|
|
|
104,725,652
|
|
M&I
Stable Principal Fund*
|
|
|
88,800,550
|
|
|
|
76,826,585
|
|
M&I
Master Trust — M&I Stock Fund*
|
|
|
105,123,262
|
|
|
|
191,934,951
|
|
M&I
Master Trust — Metavante Stock Fund
|
|
|
-
|
|
|
|
54,853,218
|
|
|
|
|
|
|
|
|
|
|
*
Represents party-in-interest.
|
|
|
|
|
|
|
|
|
During
the years ended December 31, 2008 and 2007, the Plan’s investments
(including gains and losses on investments bought and sold, as well as held
during the year) (depreciated) appreciated in value as follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Mutual
funds
|
|
$
|
(160,522,748
|
)
|
|
$
|
48,599,259
|
|
|
|
|
|
|
|
|
|
|
Net
(depreciation) appreciation in fair value of investments
|
|
$
|
(160,522,748
|
)
|
|
$
|
48,599,259
|
|
|
5.
|
INTEREST
IN MASTER TRUSTS
|
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, North Star Financial Corporation 401k
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 (loss) in the Master Trusts at December 31,
2008 and 2007, respectively, are summarized as follows:
M&I Master
Trust
—
Aggressive
Stock Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— mutual funds
|
|
$
|
46,731,143
|
|
|
$
|
79,471,498
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Aggressive
Stock
Fund
|
|
$
|
46,731,143
|
|
|
$
|
79,471,498
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Aggressive
Stock Fund
|
|
$
|
46,581,134
|
|
|
$
|
79,169,377
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Aggressive
Stock Fund as a
percentage of the total
|
|
|
99.68
|
%
|
|
|
99.62
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
742,528
|
|
|
$
|
888,082
|
|
Net
(depreciation) appreciation in the fair value of investments —
mutual funds
|
|
|
(34,058,946
|
)
|
|
|
11,358,201
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Aggressive Stock Fund (loss) income
|
|
$
|
(33,316,418
|
)
|
|
$
|
12,246,283
|
|
M&I Master Trust
—
Growth Balanced
Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices —
mutual funds
|
|
$
|
64,314,340
|
|
|
$
|
90,305,498
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Growth
Balanced
Fund
|
|
$
|
64,314,340
|
|
|
$
|
90,305,498
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Growth
Balanced Fund
|
|
$
|
63,933,576
|
|
|
$
|
89,757,590
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Growth
Balanced Fund as a
percentage of the total
|
|
|
99.41
|
%
|
|
|
99.39
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
2,222,653
|
|
|
$
|
3,043,328
|
|
Net
(depreciation) appreciation in the fair value of investments —
mutual funds
|
|
|
(27,934,492
|
)
|
|
|
7,437,627
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Growth Balanced Fund (loss) income
|
|
$
|
(25,711,839
|
)
|
|
$
|
10,480,955
|
|
M&I Master
Trust
—
Aggressive
Balanced Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices —
mutual funds
|
|
$
|
12,135,976
|
|
|
$
|
18,199,895
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Aggressive
Balanced
Fund
|
|
$
|
12,135,976
|
|
|
$
|
18,199,895
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Aggressive
Balanced Fund
|
|
$
|
12,104,450
|
|
|
$
|
18,144,471
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Aggressive
Balanced Fund as a
percentage of the total
|
|
|
99.74
|
%
|
|
|
99.70
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
306,973
|
|
|
$
|
359,439
|
|
Net
(depreciation) appreciation in the fair value of investments —
mutual funds
|
|
|
(7,043,994
|
)
|
|
|
1,451,322
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Aggressive Balanced
Fund (loss)
income
|
|
$
|
(6,737,021
|
)
|
|
$
|
1,810,761
|
|
M&I Master
Trust
—
Moderate
Balanced Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices —
mutual funds
|
|
$
|
8,296,963
|
|
|
$
|
9,751,289
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Moderate
Balanced
Fund
|
|
$
|
8,296,963
|
|
|
$
|
9,751,289
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Moderate
Balanced Fund
|
|
$
|
8,199,452
|
|
|
$
|
9,602,687
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Moderate
Balanced Fund as a
percentage of the total
|
|
|
98.82
|
%
|
|
|
98.48
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
337,690
|
|
|
$
|
361,399
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Moderate Balanced
Fund (loss)
income
|
|
$
|
337,689
|
|
|
$
|
361,398
|
|
M&I Master
Trust
—
Diversified
Stock Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices —
mutual funds
|
|
$
|
16,552,186
|
|
|
$
|
24,236,217
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Diversified
Stock
Fund
|
|
$
|
16,552,186
|
|
|
$
|
24,236,217
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Diversified
Stock Fund
|
|
$
|
16,476,766
|
|
|
$
|
24,107,278
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Diversified
Stock Fund as a
percentage of the total
|
|
|
99.54
|
%
|
|
|
99.47
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
306,185
|
|
|
$
|
318,881
|
|
Net
(depreciation) appreciation in the fair value of investments —
mutual funds
|
|
|
(10,323,362
|
)
|
|
|
2,027,564
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Diversified Stock Fund (loss)
income
|
|
$
|
(10,017,177
|
)
|
|
$
|
2,346,445
|
|
M&I Master
Trust
—
Metavante
Stock Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices
— common stock
|
|
$
|
33,821,614
|
|
|
$
|
54,882,646
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — Metavante
Stock
Fund
|
|
$
|
33,821,614
|
|
|
$
|
54,882,646
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
Metavante
Stock Fund
|
|
$
|
33,814,971
|
|
|
$
|
54,853,218
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Metavante
Stock Fund as a
percentage of the total
|
|
|
99.98
|
%
|
|
|
99.95
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
10,177
|
|
|
$
|
3,907
|
|
Net
(depreciation) appreciation in the fair value of investments -
common stock
|
|
|
(15,912,545
|
)
|
|
|
77,851,991
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust - Metavante Stock Fund (loss) income
|
|
$
|
(15,902,368
|
)
|
|
$
|
77,855,898
|
|
M&I
Master Trust — M&I Stock Fund
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
— whose fair value is determined based on
quoted market prices —
common stock
|
|
$
|
105,201,398
|
|
|
$
|
192,036,571
|
|
|
|
|
|
|
|
|
|
|
Net
assets of the M&I Master Trust — M&I
Stock
Fund
|
|
$
|
105,201,398
|
|
|
$
|
192,036,571
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in net assets of the M&I Master Trust —
M&I Stock
Fund
|
|
$
|
105,123,262
|
|
|
$
|
191,934,951
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — M&I Stock
Fund as a
percentage of the total
|
|
|
99.93
|
%
|
|
|
99.95
|
%
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$
|
9,589,619
|
|
|
$
|
11,158,319
|
|
Net
(depreciation) in the fair value of
investments — common
stock
|
|
|
(93,929,990
|
)
|
|
|
(196,568,499
|
)
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — M&I Stock Fund
(loss)
income
|
|
$
|
(84,340,371
|
)
|
|
$
|
(185,410,180
|
)
|
At
December 31, 2008 and 2007, the M&I Master Trust — M&I Stock
Fund held 7,594,666 and 7,125,843 shares, respectively, of common stock of
the Corporation, the sponsoring employer, with a cost basis of $97,442,581 and
$88,432,538, respectively. During the year ended December 31, 2008 and
2007, the M&I Master Trust — M&I Stock Fund recorded dividend
income of $9,529,997 and $11,075,737 respectively.
|
6.
|
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.
|
7.
|
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 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 1 to 25 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 5.0% to 6.0% at December 31, 2008, and 4.0% to 9.5% at
December 31, 2007.
|
9.
|
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, 2008 and 2007, and for the years then ended are as
follows:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Statement
of net assets available for benefits:
|
|
|
|
|
|
|
Net
assets available for benefits per the financial statements
|
|
$
|
694,336,106
|
|
|
$
|
1,018,455,058
|
|
Adjustments
from contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
(4,735,264
|
)
|
|
|
(1,045,281
|
)
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500 —
at fair
value
|
|
$
|
689,600,842
|
|
|
$
|
1,017,409,777
|
|
|
|
|
|
|
|
|
|
|
Statement
of changes in net assets available for benefits:
|
|
|
|
|
|
|
|
|
Decrease
in net assets per the financial statements
|
|
$
|
(324,118,952
|
)
|
|
$
|
(559,306,653
|
)
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
(3,689,983
|
)
|
|
|
193,009
|
|
|
|
|
|
|
|
|
|
|
Net
loss per Form 5500
|
|
$
|
(327,808,935
|
)
|
|
$
|
(559,113,644
|
)
|
Forfeited
nonvested accounts are used to reduce Corporation contributions. All forfeitures
of $1,002,667 and $1,096,339 were used to reduce Corporation contributions
during 2008 and 2007, 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% vested in their
accounts.
On
January 2, 2008, the Corporation completed the acquisition of First Indiana
Corporation. Actively employed participants in the First Indiana Corporation 401
(k) Plan became 100% vested as of that date, and all future participant and
employer matching contributions ceased. Effective March 2, 2009 the
assets of the First Indiana Corporation 401(k) Plan were merged into the
Plan. Assets merged into the Plan were $7,354,317.
******
M&I RETIREMENT PROGRAM
|
|
|
|
|
|
|
|
|
|
FORM
5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
AS OF DECEMBER 31,
2008
|
|
|
|
|
|
|
|
|
|
|
Issuer
|
Description
of Investment,
Including Maturity Date, Rate of Interest,
Collateral, and Par or Maturity Value
|
|
|
|
|
|
|
|
|
Cash
|
|
|
$
|
89,057
|
|
Marshall
Intermediate Bond Fund*
|
Registered
Investment Company
|
|
|
47,901,165
|
|
Marshall
Mid-Cap Growth Fund*
|
Registered
Investment Company
|
|
|
23,961,324
|
|
Marshall
Mid-Cap Value Fund*
|
Registered
Investment Company
|
|
|
9,001,641
|
|
Marshall
Large Cap Growth & Income Fund*
|
Registered
Investment Company
|
|
|
38,717,960
|
|
Marshall Large
Cap Value Fund*
|
Registered
Investment Company
|
|
|
13,678,603
|
|
Marshall
International Stock Fund*
|
Registered
Investment Company
|
|
|
20,738,615
|
|
M&I
Master Trust — Growth Balanced Fund*
|
Master
Trust
|
|
|
63,933,576
|
|
M&I
Master Trust — Moderate Balanced Fund*
|
Master
Trust
|
|
|
8,199,452
|
|
M&I
Master Trust — Aggressive Balanced Fund*
|
Master
Trust
|
|
|
12,104,450
|
|
M&I
Master Trust — Aggressive Stock Fund*
|
Master
Trust
|
|
|
46,581,134
|
|
M&I
Master Trust — Diversified Stock Fund*
|
Master
Trust
|
|
|
16,476,766
|
|
Vanguard
Institutional Index Fund
|
Registered
Investment Company
|
|
|
64,388,474
|
|
Vanguard
Mid-Cap Index Fund
|
Registered
Investment Company
|
|
|
1,377,398
|
|
TCW
Small-Cap Growth Fund
|
Registered
Investment Company
|
|
|
11,288,445
|
|
Harbor
Funds International Fund
|
Registered
Investment Company
|
|
|
2,097,508
|
|
PIMCO
Total Return Fund
|
Registered
Investment Company
|
|
|
5,401,274
|
|
Davis
Venture
|
Registered
Investment Company
|
|
|
18,058,643
|
|
T
Rowe Price Growth
|
Registered
Investment Company
|
|
|
8,987,340
|
|
M&I
Stable Principal Fund*
|
Common
Collective Fund
|
|
|
88,800,550
|
|
Goldman
Sachs Small-Cap Value Fund
|
Registered
Investment Company
|
|
|
11,867,773
|
|
M&I
Master Trust — Metavante Stock Fund
|
Master
Trust
|
|
|
33,814,971
|
|
M&I
Master Trust — M&I Stock Fund*
|
Master
Trust
|
|
|
105,123,262
|
|
Various
Participants*
|
Participant
Loans (at interest rates of 5.0%–6.0%)
|
|
|
11,023
|
|
M&I
Corporation Common Stock*
|
Common
Stock
|
|
|
6,383
|
|
Other
|
Various
|
|
|
2,483
|
|
|
|
|
|
|
|
|
|
|
$
|
652,609,270
|
|
*
Represents a party-in-interest.
|
|
|
|
|
|
M&I RETIREMENT PROGRAM
|
|
|
|
|
|
|
|
|
|
|
FORM
5500, SCHEDULE H, PART IV, QUESTION 4a — DELINQUENT
PARTICIPANT CONTRIBUTIONS FOR THE YEAR ENDED DECEMBER 31,
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
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.”
|
|
|
|
|
|
|
Identity
of Party
Involved
|
Relationship
to
Plan, Employer, or 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.
|
|
$
|
108
|
|
|
|
|
|
|
|
|
|
|
Participant
contributions for various payrolls were deposited on June 5,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
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 23, 2009
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