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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, 2009
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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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Page
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REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
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Baker Tilly Virchow Krause, LLP
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Deloitte & Touche, LLP
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FINANCIAL STATEMENTS
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Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008
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Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2009 and 2008.
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Notes to Financial Statements as of and for the Years Ended December 31, 2009 and 2008
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SUPPLEMENTAL SCHEDULES
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Form 5500, Schedule H, Part IV, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2009
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Form 5500, Schedule H, Part IV, Line 4a – Delinquent Participant Contributions for the Year Ended December 31, 2009
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SIGNATURES
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EXHIBIT-23(i) – Consent of Independent Registered Public Accounting Firm – Baker Tilly Virchow Krause, LLP
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EXHIBIT-23(ii) – Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP
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M&I Retirement Program
Financial Statements as of and for the
Years Ended December 31, 2009 and 2008, Supplemental Schedules as of and for the year ended December 31, 2009, and Reports of Independent Registered Public Accounting Firms
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M&I RETIREMENT PROGRAM
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TABLE OF CONTENTS
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Page
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FINANCIAL STATEMENTS:
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Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008 |
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Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2009 and 2008 |
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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, 2009 |
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Form 5500, Schedule H, Part IV, Question 4a — Delinquent Participant Contributions for the Year Ended December 31, 2009 |
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NOTE:
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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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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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AS OF DECEMBER 31, 2009 AND 2008
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2009
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2008
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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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$ | 308,341,242 | $ | 286,233,611 | ||||
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Investments
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490,641,606 | 366,364,636 | ||||||
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Loans to participants
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87,386 | 11,023 | ||||||
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Total investments
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799,070,234 | 652,609,270 | ||||||
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Receivables:
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Employee contributions
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1,162,283 | 1,032,118 | ||||||
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Employer contributions — net of forfeitures of $649,022 and $1,002,667, respectively
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28,245,524 | 36,247,600 | ||||||
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Accrued income
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397,438 | 618,406 | ||||||
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Total receivables
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29,805,245 | 37,898,124 | ||||||
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Total assets
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828,875,479 | 690,507,394 | ||||||
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LIABILITIES — Payables for pending trades
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1,093,790 | 906,552 | ||||||
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NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE
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827,781,689 | 689,600,842 | ||||||
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ADJUSTMENTS FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS
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765,748 | 4,735,264 | ||||||
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NET ASSETS AVAILABLE FOR BENEFITS
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$ | 828,547,437 | $ | 694,336,106 | ||||
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See notes to financial statements.
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
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2009
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2008
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CONTRIBUTIONS:
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Participants
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$ | 30,659,902 | $ | 32,095,569 | ||||
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Employer
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28,247,066 | 36,250,238 | ||||||
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Participant rollovers
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1,450,093 | 1,917,146 | ||||||
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Total contributions
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60,357,061 | 70,262,953 | ||||||
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INVESTMENT INCOME (LOSS):
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Gain (loss) from Interests in Master Trusts
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21,552,830 | (177,688,297 | ) | |||||
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Net appreciation (depreciation) in fair value of investments
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87,653,288 | (160,522,748 | ) | |||||
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Dividends
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6,791,511 | 7,219,132 | ||||||
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Interest
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2,387,721 | 3,420,259 | ||||||
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Net investment income (loss)
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118,385,350 | (327,571,654 | ) | |||||
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DEDUCTIONS:
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Benefits paid to participants
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(51,847,293 | ) | (66,577,546 | ) | ||||
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Administrative expenses
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(39,000 | ) | (37,500 | ) | ||||
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Total deductions
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(51,886,293 | ) | (66,615,046 | ) | ||||
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TRANSFERS OUT DUE TO PLAN CHANGES (Note 1)
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- | (195,205 | ) | |||||
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TRANSFERS IN DUE TO PLAN MERGER (Note 1)
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7,355,213 | - | ||||||
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NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS
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134,211,331 | (324,118,952 | ) | |||||
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NET ASSETS AVAILABLE FOR BENEFITS:
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Beginning of year
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694,336,106 | 1,018,455,058 | ||||||
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End of year
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$ | 828,547,437 | $ | 694,336,106 | ||||
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See notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
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AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
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1.
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DESCRIPTION OF THE PLAN
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The M&I Retirement Program (the “M&I Plan” or 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.
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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.
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Plan Transfer and Mergers — On January 2, 2008, the Corporation completed the acquisition of First Indiana Corporation. Actively employed participants in the First Indiana Corporation 401(k) Plan (the “First Indiana Plan”) became 100% vested, and benefits were frozen. Effective January 1, 2008, each First Indiana 401(k) Plan participant was eligible to elect to participate in the M&I Plan.
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Effective March 2, 2009, the First Indiana Plan merged into the Plan. Under the merger, former First Indiana Plan participants are subject to the same rules that apply to the Plan, with certain provisions related to the their former First Indiana accounts to maintain the integrity of the provision under that plan. Net assets merged into the Plan were $7,355,213 including participant loans of $120,505.
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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). The vast majority of cash and assets were transferred from the Plan to the Metavante Plan in 2007. During 2008, final plan transfers from the Plan to the Metavante Plan were completed in the amount of $195,205. On October 1, 2009 Fidelity National Information Services, Inc. (“FIS”) acquired Metavante. Shares of Metavante were converted to shares of FIS and the name of the investment option was changed to the FIS Stock Fund.
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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.
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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.
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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, 2% discretionary and 2% guaranteed, 4% discretionary of eligible compensation during the years ended December 31, 2009 and 2008, respectively.
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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, 2009 and 2008, 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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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 completes 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.
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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 ½ 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.
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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.
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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).
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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 various 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 FIS 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.
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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.
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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.
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Investment Valuation- All investments are stated at fair value, except the M&I Stable Principal Fund (the “Stable Principal Fund”) whose investments include synthetic and traditional guaranteed investment contracts (GICs) which meet the definition of “fully benefit-responsive investment contracts.” An investment contract is considered fully benefit-responsive if all of the following criteria are met for that contract, analyzed on an individual basis:
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The investment contract is affected directly between the fund and the issuer and prohibits the fund from assigning or selling the contract or its proceeds to another party without the consent of the issuer.
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·
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Either (1) the repayment of principal and interest credited to participants in the fund is a financial obligation of the issuer of the investment contract or (2) prospective interest crediting rate adjustments are provided to participants in the fund on a designated pool of investments held by the fund or the contract issuer whereby a financially responsible third party, through a contract generally referred to as a wrapper, must provide assurance that the adjustments to the interest crediting rate will not result in a future interest crediting rate that is less than zero.
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·
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The terms of the investment contract require all permitted participant-initiated transactions with the fund to occur at contract value with no conditions, limits, or restrictions.
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An event that limits the ability of the fund to transact at contract value with the issuer and that also limits the ability of the fund to transact at contract value with the participants in the fund must be probable of not occurring.
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The fund itself must allow participants reasonable access to their funds.
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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.
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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.
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Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The statements of changes in net assets available for benefits reflect income credited to participants and net appreciation or depreciation in fair value of only those investments that are not fully benefit responsive.
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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, 2009 and 2008.
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Payment of Benefits — Benefit payments to participants are recorded upon distribution. Amounts allocated to participants who elected benefit payments but were not yet paid as of December 31, 2009 and 2008 were $515,202 and $0, respectively.
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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 GICs. 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 GICs, 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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Fair value is defined as 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.
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A three-tier hierarchy is used to measure fair value based on the transparency of the inputs to the valuation of an asset or liability and expands the disclosures about instruments measured at fair value. These inputs are summarized into three broad levels described below:
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Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets in active markets.
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Level 2 – Inputs to the valuation methodology include quoted prices for similar assets in active markets and inputs that are observable for the asset, 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.
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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.
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Determination of Fair Value – Following is a description of the valuation methodologies used for measuring the fair value of investments.
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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 NAV of these funds is classified under level 1 of the hierarchy because the values of the underlying assets are quoted in an active market for identical assets (see Note 5).
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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.
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The Stable Principal Fund is primarily invested in traditional and synthetic GICs, interests in a securities lending collateral fund and a money market fund.
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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.
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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 GICs 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.
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The fair value of the Stable Value Fund is classified as level 2 of the fair valuation hierarchy.
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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.
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Investments held outside of the Master Trusts stated at fair value on a recurring basis are categorized in their entirety in the tables below based upon the lowest level of significant input to the valuations as of December 31, 2009 and 2008.
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2009
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Quoted Prices in Active Markets for Identical Assets
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Significant Other Observable Inputs
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Significant Unobservable
Inputs
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Total
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(Level 1)
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(Level 2)
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(Level 3)
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Investments:
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Mutual Funds
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$ | 391,714,258 | $ | 391,714,258 | ||||||||||||
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Stable Value Fund
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98,927,348 | 98,927,348 | ||||||||||||||
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Loans to Participants
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87,386 | 87,386 | ||||||||||||||
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TOTAL
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$ | 391,714,258 | $ | 98,927,348 | $ | 87,386 | $ | 490,728,992 | ||||||||
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2008
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Quoted Prices in Active Markets for Identical Assets
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Significant Other Observable Inputs
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Significant Unobservable
Inputs
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Total
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(Level 1)
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(Level 2)
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(Level 3)
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Investments:
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Mutual Funds
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$ | 277,564,086 | $ | 277,564,086 | ||||||||||||
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Stable Value Fund
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88,800,550 | 88,800,550 | ||||||||||||||
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Loans to Participants
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11,023 | 11,023 | ||||||||||||||
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TOTAL
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$ | 277,564,086 | $ | 88,800,550 | $ | 11,023 | $ | 366,375,659 | ||||||||
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Level 3 Gains and Losses
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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 twelve months ended December 31, 2009 and 2008.
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Loans to Participants
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2009
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2008
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Balance, beginning of year
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$ | 11,023 | $ | 97,649 | ||||
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Addition of First Indiana Plan loans (See Note 1)
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120,505 | |||||||
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Payments
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(44,142 | ) | (86,626 | ) | ||||
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Balance, end of year
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$ | 87,386 | $ | 11,023 | ||||
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4.
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INVESTMENTS
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The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of December 31, 2009 and 2008 are as follows:
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2009
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2008
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Marshall Short-Intermediate Bond Fund*
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$ | 59,154,839 | $ | 47,901,165 | ||||
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Marshall Large Cap Growth & Income Fund*
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50,325,401 | 38,717,960 | ||||||
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M&I Master Trust — Growth Balanced Fund*
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88,654,655 | 63,933,576 | ||||||
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M&I Master Trust — Aggressive Stock Fund*
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64,596,107 | 46,581,134 | ||||||
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Vanguard Institutional Index Fund
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80,220,404 | 64,388,474 | ||||||
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M&I Stable Principal Fund*
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98,927,348 | 88,800,550 | ||||||
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M&I Master Trust — M&I Stock Fund*
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48,544,465 | 105,123,262 | ||||||
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M&I Master Trust — FIS Stock Fund
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53,825,669 | - | ||||||
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* Represents party-in-interest.
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During the years ended December 31, 2009 and 2008, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
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2009
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2008
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Mutual funds
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$ | 87,653,288 | $ | (160,522,748 | ) | |||
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Net appreciation (depreciation) in fair value of investments
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$ | 87,653,288 | $ | (160,522,748 | ) | |||
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5.
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INTEREST IN MASTER TRUSTS
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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 North Star Financial Corporation 401k Plan and the Missouri State Bank & Trust Company Retirement Savings Plan for investment and administrative purposes. 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.
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The Plan’s investments and income (loss) in the Master Trusts at December 31, 2009 and 2008, respectively, are summarized as follows:
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M&I Master Trust — Aggressive Stock Fund
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2009
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2008
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Investments — whose fair value is determined based on quoted market prices — mutual funds
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$ | 64,755,168 | $ | 46,731,143 | ||||
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Net assets of the M&I Master Trust — Aggressive Stock Fund
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$ | 64,755,168 | $ | 46,731,143 | ||||
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Plan’s interest in net assets of the M&I Master Trust — Aggressive Stock Fund
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$ | 64,596,107 | $ | 46,581,134 | ||||
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Plan’s interest in M&I Master Trust — Aggressive Stock Fund as a percentage of the total
|
99.75 | % | 99.68 | % | ||||
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Dividend and interest income
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$ | 580,360 | $ | 742,528 | ||||
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Net appreciation (depreciation) in the fair value of investments —mutual funds
|
17,563,920 | (34,058,946 | ) | |||||
|
Total M&I Master Trust — Aggressive Stock Fund income (loss)
|
$ | 18,144,280 | $ | (33,316,418 | ) | |||
|
M&I Master Trust — Growth Balanced Fund
|
||||||||
|
2009
|
2008
|
|||||||
|
Investments — whose fair value is determined based on quoted market prices — mutual funds
|
$ | 89,068,674 | $ | 64,314,340 | ||||
|
Net assets of the M&I Master Trust — Growth Balanced Fund
|
$ | 89,068,674 | $ | 64,314,340 | ||||
|
Plan’s interest in net assets of the M&I Master Trust — Growth Balanced Fund
|
$ | 88,654,655 | $ | 63,933,576 | ||||
|
Plan’s interest in M&I Master Trust — Growth Balanced Fund as a percentage of the total
|
99.54 | % | 99.41 | % | ||||
|
Dividend and interest income
|
$ | 2,045,633 | $ | 2,222,653 | ||||
|
Net appreciation (depreciation) in the fair value of investments —mutual funds
|
18,269,286 | (27,934,492 | ) | |||||
|
Total M&I Master Trust — Growth Balanced Fund income (loss)
|
$ | 20,314,919 | $ | (25,711,839 | ) | |||
|
M&I Master Trust — Aggressive Balanced Fund
|
||||||||
|
2009
|
2008
|
|||||||
|
Investments — whose fair value is determined based on quoted market prices — mutual funds
|
$ | 16,450,677 | $ | 12,135,976 | ||||
|
Net assets of the M&I Master Trust — Aggressive Balanced Fund
|
$ | 16,450,677 | $ | 12,135,976 | ||||
|
Plan’s interest in net assets of the M&I Master Trust — Aggressive Balanced Fund
|
$ | 16,409,120 | $ | 12,104,450 | ||||
|
Plan’s interest in M&I Master Trust — Aggressive Balanced Fund as a percentage of the total
|
99.75 | % | 99.74 | % | ||||
|
Dividend and interest income
|
$ | 268,057 | $ | 306,973 | ||||
|
Net appreciation (depreciation) in the fair value of investments —mutual funds
|
3,749,669 | (7,043,994 | ) | |||||
|
Total M&I Master Trust — Aggressive Balanced Fund income (loss)
|
$ | 4,017,726 | $ | (6,737,021 | ) | |||
|
M&I Master Trust — Moderate Balanced Fund
|
||||||||
|
2009
|
2008
|
|||||||
|
Investments — whose fair value is determined based on quoted market prices — mutual funds
|
$ | 14,772,801 | $ | 8,296,963 | ||||
|
Net assets of the M&I Master Trust — Moderate Balanced Fund
|
$ | 14,772,801 | $ | 8,296,963 | ||||
|
Plan’s interest in net assets of the M&I Master Trust — Moderate Balanced Fund
|
$ | 14,660,398 | $ | 8,199,452 | ||||
|
Plan’s interest in M&I Master Trust — Moderate Balanced Fund as a percentage of the total
|
99.24 | % | 98.82 | % | ||||
|
Dividend and interest income
|
$ | 370,318 | $ | 337,690 | ||||
|
Net appreciation (depreciation) in the fair value of investments —mutual funds
|
2,197,935 | (2,415,811 | ) | |||||
|
Total M&I Master Trust — Moderate Balanced Fund income (loss)
|
$ | 2,568,253 | $ | (2,078,121 | ) | |||
|
M&I Master Trust — Diversified Stock Fund
|
||||||||
|
2009
|
2008
|
|||||||
|
Investments — whose fair value is determined based on quoted market prices — mutual funds
|
$ | 21,720,595 | $ | 16,552,186 | ||||
|
Net assets of the M&I Master Trust — Diversified Stock Fund
|
$ | 21,720,595 | $ | 16,552,186 | ||||
|
Plan’s interest in net assets of the M&I Master Trust — Diversified Stock Fund
|
$ | 21,650,829 | $ | 16,476,766 | ||||
|
Plan’s interest in M&I Master Trust — Diversified Stock Fund as a percentage of the total
|
99.68 | % | 99.54 | % | ||||
|
Dividend and interest income
|
$ | 242,549 | $ | 306,185 | ||||
|
Net appreciation (depreciation) in the fair value of investments —mutual funds
|
5,427,294 | (10,323,362 | ) | |||||
|
Total M&I Master Trust — Diversified Stock Fund income (loss)
|
$ | 5,669,843 | $ | (10,017,177 | ) | |||
|
M&I Master Trust — FIS Stock Fund
|
||||||||
|
2009
|
2008
|
|||||||
|
Investments — whose fair value is determined based on quoted market prices — common stock
|
$ | 53,836,643 | $ | 33,821,614 | ||||
|
Net assets of the M&I Master Trust — FIS Stock Fund
|
$ | 53,836,643 | $ | 33,821,614 | ||||
|
Plan’s interest in net assets of the M&I Master Trust — FIS Stock Fund
|
$ | 53,825,669 | $ | 33,814,971 | ||||
|
Plan’s interest in M&I Master Trust — FIS Stock Fund as a percentage of the total
|
99.98 | % | 99.98 | % | ||||
|
Dividend and interest income
|
$ | 116,826 | $ | 10,177 | ||||
|
Net appreciation (depreciation) in the fair value of investments —common stock
|
28,670,479 | (15,912,545 | ) | |||||
|
Total M&I Master Trust — FIS Stock Fund income (loss)
|
$ | 28,787,305 | $ | (15,902,368 | ) | |||
|
M&I Master Trust — M&I Stock Fund
|
||||||||
|
2009
|
2008
|
|||||||
|
Investments — whose fair value is determined based on quoted market prices — common stock
|
$ | 48,558,904 | $ | 105,201,398 | ||||
|
Net assets of the M&I Master Trust — M&I Stock Fund
|
$ | 48,558,904 | $ | 105,201,398 | ||||
|
Plan’s interest in net assets of the M&I Master Trust — M&I Stock Fund
|
$ | 48,544,465 | $ | 105,123,262 | ||||
|
Plan’s interest in M&I Master Trust — M&I Stock Fund as a percentage of the total
|
99.97 | % | 99.93 | % | ||||
|
Dividend and interest income
|
$ | 354,475 | $ | 9,589,619 | ||||
|
Net depreciation in the fair value of investments — common stock
|
(57,236,374 | ) | (93,929,990 | ) | ||||
|
Total M&I Master Trust — M&I Stock Fund loss
|
$ | (56,881,899 | ) | $ | (84,340,371 | ) | ||
|
At December 31, 2009 and 2008, the M&I Master Trust — M&I Stock Fund held 8,796,441 and 7,594,666 shares, respectively, of common stock of the Corporation, the sponsoring employer, with a cost basis of $91,247,533 and $97,442,581, respectively. During the year ended December 31, 2009 and 2008, the M&I Master Trust — M&I Stock Fund recorded dividend income of $344,506 and $9,529,997, 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
|
|
|
The Plan holds shares of mutual funds, a common collective fund, and Master Trusts managed by the Trustee. The Plan also invests in the common stock of the Corporation. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund (see also Note 12).
|
|
8.
|
LOANS TO PARTICIPANTS
|
|
|
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 4.75% to 9.25% at December 31, 2009, and 5.0% to 6.0% at December 31, 2008. The wider range of rates at December 31, 2009 compared to December 31, 2008 is a result of loans merged into the Plan in 2009 from the First Indiana Plan. (See Note 1).
|
|
9.
|
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
|
|
2009
|
2008
|
|||||||
|
Net assets available for benefits per the financial statements
|
$ | 828,547,437 | $ | 694,336,106 | ||||
|
Less: Amounts allocated to withdrawing participants
|
(515,202 | ) | - | |||||
|
Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts
|
(765,748 | ) | (4,735,264 | ) | ||||
|
Net assets available for benefits per the Form 5500
|
$ | 827,266,487 | $ | 689,600,842 | ||||
|
Net increase (decrease) in net assets available for benefits per the financial statements
|
$ | 134,211,331 | $ | (324,118,952 | ) | |||
|
Add: Adjustment from contract value to fair value for fully benefit-responsive investment contracts - current year
|
(765,748 | ) | (4,735,264 | ) | ||||
|
Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts - prior year
|
4,735,264 | 1,045,281 | ||||||
|
Add: Amounts allocated to withdrawing participants
|
(515,202 | ) | - | |||||
|
Net income (loss) per the Form 5500
|
$ | 137,665,645 | $ | (327,808,935 | ) | |||
|
10.
|
FORFEITURES
|
|
|
Forfeited nonvested accounts are used to reduce Corporation contributions. All forfeitures of $649,022 and $1,002,667 were used to reduce Corporation contributions during 2009 and 2008, respectively. These forfeitures relate to the nonvested portions of the employer profit sharing contributions.
|
|
11.
|
PLAN TERMINATION
|
|
|
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.
|
|
12.
|
SUBSEQUENT EVENT
|
|
|
On March 3, 2010, the trustee of the Stable Principal Fund requested from the Corporation payment of a capital contribution in exchange for terminating the CSA between the Stable Principal Fund and the Corporation. The Corporation agreed to satisfy its capital contribution obligations under the CSA and made payments equal to the difference between the cost and fair value of certain investments to maintain a stable net asset value of $1.00 per unit. The CSA was terminated in its entirety on March 25, 2010.
|
|
******
|
|
FORM 5500, SCHEDULE H, PART IV, LINE 4i —
|
|||||
|
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
|
|||||
|
AS OF DECEMBER 31, 2009
|
|||||
|
Issuer
|
Description of Investment,
Including Maturity Date, Rate of
Interest, Collateral, and Par or
Maturity Value
|
Current
Value
|
|||
|
Cash
|
$ | 222,934 | |||
|
Marshall Short-Intermediate Bond Fund*
|
Registered Investment Company
|
59,154,839 | |||
|
Marshall Mid-Cap Growth Fund*
|
Registered Investment Company
|
31,158,010 | |||
|
Marshall Mid-Cap Value Fund*
|
Registered Investment Company
|
13,290,238 | |||
|
Marshall Large Cap Growth & Income Fund*
|
Registered Investment Company
|
50,325,401 | |||
|
Marshall Large Cap Value Fund*
|
Registered Investment Company
|
15,497,821 | |||
|
M&I Master Trust — Growth Balanced Fund*
|
Master Trust
|
88,654,655 | |||
|
M&I Master Trust — Moderate Balanced Fund*
|
Master Trust
|
14,660,398 | |||
|
M&I Master Trust — Aggressive Balanced Fund*
|
Master Trust
|
16,409,120 | |||
|
M&I Master Trust — Aggressive Stock Fund*
|
Master Trust
|
64,596,107 | |||
|
M&I Master Trust — Diversified Stock Fund*
|
Master Trust
|
21,650,829 | |||
|
Vanguard Institutional Index Fund
|
Registered Investment Company
|
80,220,404 | |||
|
Vanguard Mid-Cap Index Fund
|
Registered Investment Company
|
3,505,309 | |||
|
TCW Small-Cap Growth Fund
|
Registered Investment Company
|
21,499,895 | |||
|
Harbor Funds International Fund
|
Registered Investment Company
|
20,652,188 | |||
|
Manning & Napier World Opportunities Series C
|
Registered Investment Company
|
15,436,504 | |||
|
PIMCO Total Return Fund
|
Registered Investment Company
|
23,234,762 | |||
|
Davis Venture
|
Registered Investment Company
|
24,986,803 | |||
|
T Rowe Price Growth
|
Registered Investment Company
|
16,003,514 | |||
|
M&I Stable Principal Fund*
|
Common Collective Fund
|
98,927,348 | |||
|
Goldman Sachs Small-Cap Value Fund
|
Registered Investment Company
|
16,419,480 | |||
|
M&I Master Trust — FIS Stock Fund
|
Master Trust
|
53,825,669 | |||
|
M&I Master Trust — M&I Stock Fund*
|
Master Trust
|
48,544,465 | |||
|
Various Participants*
|
Participant Loans (at interest rates of 4.75%-9.25%)
|
87,386
|
|||
|
M&I Corporation Common Stock*
|
Common Stock
|
35,229 | |||
|
Metavante/FIS Common Stock
|
Common Stock
|
70,929 | |||
| $ | 799,070,234 | ||||
|
* Represents a party-in-interest.
|
|||||
|
FORM 5500, SCHEDULE H, PART IV, QUESTION 4a — DELINQUENT
|
||||||
|
PARTICIPANT CONTRIBUTIONS
|
||||||
|
FOR THE YEAR ENDED DECEMBER 31, 2009
|
||||||
|
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. Participant contributions of $959 for payroll ending May 15, 2009 were deposited on June 2, 2009. Participant contributions of $108 for various payroll periods were deposited on June 5, 2009.
|
$ |
1,067
|
||
|
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 22, 2010
|