fm11kmsb_12312008.htm
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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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Missouri
State Bank & Trust Company Retirement Savings Plan
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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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Missouri State Bank & Trust Company Retirement
Savings Plan
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(b)
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Exhibits:
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23
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Missouri
State Bank & Trust Company Retirement Savings Plan
Financial
Statements as of and for the Years Ended December 31, 2008 and 2007,
Supplemental Schedule
as of December 31, 2008, and Report
of Independent Registered Public Accounting
Firm
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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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SUPPLEMENTAL
SCHEDULE —
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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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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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To the
Trustee and Participants of the
Missouri
State Bank & Trust Company
Retirement
Savings Plan:
We have
audited the accompanying statements of net assets available for benefits of the
Missouri State Bank & Trust Company Retirement Savings Plan (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 schedule of assets (held
at end of year) as of December 31, 2008 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is 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. This schedule is the responsibility of
the Plan’s management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2008 financial statements and, in
our opinion, is 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
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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 — Investments
— at fair value:
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Master
Trusts
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$ |
540,106 |
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$ |
896,760 |
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Investments
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808,072 |
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1,876,307 |
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Loans
to participants
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2,041 |
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4,043 |
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Total
investments
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1,350,219 |
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2,777,110 |
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RECEIVABLES
— Accrued investment income
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731 |
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849 |
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Total
assets
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1,350,950 |
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2,777,959 |
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LIABILITIES
— Payables for pending trades
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73 |
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97 |
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NET
ASSETS REFLECTING ALL INVESTMENTS AT FAIR
VALUE
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1,350,877 |
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2,777,862 |
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ADJUSTMENTS
FROM FAIR VALUE TO CONTRACT VALUE FOR FULLY BENEFIT-RESPONSIVE
INVESTMENT CONTACTS
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5,244 |
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1,534 |
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NET
ASSETS AVAILABLE FOR BENEFITS
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$ |
1,356,121 |
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$ |
2,779,396 |
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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, 2008 AND 2007
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2008
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2007
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INVESTMENT
INCOME:
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(Loss)
income from Master Trusts
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$ |
(253,019 |
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$ |
5,467 |
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Net
(depreciation) appreciation of fair value of investments
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(481,521 |
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90,304 |
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Interest
and dividends
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28,669 |
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36,588 |
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Net
investment (loss) income
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(705,871 |
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132,359 |
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DEDUCTIONS — Benefits
paid to participants
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(717,404 |
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(534,367 |
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NET
DECREASE IN ASSETS AVAILABLE FOR BENEFITS
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(1,423,275 |
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(402,008 |
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NET
ASSETS AVAILABLE FOR BENEFITS:
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Beginning
of year
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2,779,396 |
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3,181,404 |
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End
of year
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$ |
1,356,121 |
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$ |
2,779,396 |
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See
notes to financial statements.
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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
following description of the Missouri State Bank & Trust Company
Retirement Savings Plan (the “Plan”) is provided for general information
purposes only. Participants should refer to the Plan document for more complete
information.
General — The Plan is a
defined contribution plan covering substantially all salaried employees of
Missouri State Bank & Trust Company (the “Company”).
Marshall & Ilsley Corporation (the “Corporation”) is the administrator
of the Plan and Marshall & Ilsley Trust Company (the “Trustee”), a
subsidiary of the Corporation, serves as the trustee of the Plan. Prior to the
Company’s merger with the Corporation, described below, the Company served as
administrator and trustee of the Plan. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
On
April 1, 2006, the Company merged with the Corporation, and participants
terminated as a direct result of the merger became 100% vested in the Plan.
Participants continuing with the Corporation post merger are subject to the
vesting schedule of the Plan as described below. The Plan’s benefits were frozen
as of April 30, 2006.
Effective
April 1, 2006, each active Company Plan participant was eligible to become
a participant in the M&I Retirement Program, a defined contribution plan
that is subject to the provisions of ERISA.
Contributions — Prior to
the Plan being frozen, participants could elect to contribute 1% to 15% of their
pretax annual compensation, as defined in the Plan, subject to certain Internal
Revenue Code (IRC) limitations. The Company also made discretionary matching
contributions equal to a percentage of participants’ elective deferral
contributions. Participants could also rollover amounts representing
distributions from other qualified defined benefit or defined contribution
plans. However, such contributions were not eligible for matching contributions
by the Company.
Participant Accounts —
Individual accounts are maintained for each Plan participant. Each participant’s
account is credited with the participant’s contribution, the Company’s matching
contribution, and an allocation of Plan earnings and charged with withdrawals
and an allocation of Plan losses and administrative expenses. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant’s vested account.
Vesting — Participants
are vested immediately in their contributions, plus actual earnings thereon. For
participants not 100% vested as a result of the Company merger, vesting in the
Company’s contributions is based on continuous service. A participant vests 20%
each year upon completing two years of service. A participant is 100% vested
after completing six years of service.
Forfeitures — Prior to
the Plan being frozen, forfeited nonvested accounts were used to reduce Company
contributions. Subsequent to the Plan being frozen, forfeited nonvested accounts
were used to pay administrative expenses and then allocated to
participants.
Investments —
Participants may direct the investment of their contributions into the
twenty-one investment options offered by the Plan. 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.
Participant Loans — Prior
to May 1, 2006, participants were permitted to borrow from their vested
accounts with a minimum of $1,000 up to a maximum of $50,000 or 50% of their
account balance, whichever was less. The loans were secured by the balance in
the participant’s account. Principal and interest are paid ratably through
payroll deductions. As of May 1, 2006, the Plan no longer offered new loans
to participants. The loans were written with original terms of two to five
years. The interest rates were based on prevailing market conditions when the
loans were written and are fixed over the life of the note. Interest rates on
participant loans were 6.50% at December 31, 2008, and ranged from 6.50% to
7.50% at December 31, 2007.
Payment of Benefits —
Participants in the Plan or beneficiaries are eligible to receive a benefit upon
their termination, normal retirement date, early retirement date, death,
financial hardship, or disability, as defined, equal to the amount in their
individual vested account. Participants who are 59 1/2 or older may take
in-service pre-tax withdrawals for any reason.
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SUMMARY
OF 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.
Use of Estimates — The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires 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 these estimates.
Risks and Uncertainties —
The Plan investments include mutual funds, interests in master trusts, and a
common collective fund that holds synthetic and traditional guaranteed
investment contracts (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.
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 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. 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.
Administrative Expenses —
Trust fees are paid by the Corporation. All administrative expenses of the Plan
were paid by the Corporation for the year ended December 31,
2008.
Payment of Benefits —
Benefit payments to participants are recorded upon distribution. There were no
amounts allocated to participants who elected to withdraw from the Plan but were
not yet paid as of December 31, 2008 and 2007.
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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 as level 1 within 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 GIC’s,
interests in a securities lending collateral fund and a money market
fund.
Traditional
GIC’s 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 contract 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 instruments underlying the synthetic GIC’s 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 $60 million of capital to the
Stable Principal Fund in the same circumstances, but the Corporation’s
obligation would only be triggered upon the exhaustion of the Trustee’s capital
support under its CSA. Both CSAs’ initial terms ended on December 31, 2008,
and both were renewed under their terms, which provide for three month renewals
with all the significant terms, including maximum contribution limits, remaining
unchanged. To date, no capital contributions have been required under either
CSA. The fair value of the capital support agreements provided to the Stable
Value Fund by the Corporation and the Trustee is generally the intrinsic value
of the guarantee and represents approximately 40% of the aggregate CSA’s
contractual limit.
The fair
value of the Stable Value Fund is classified as level 2 of the fair
valuation hierarchy.
Loans to Participants —
Participant loans are valued at unpaid principal amounts, which approximates
fair value and are classified within level 3 of the valuation
hierarchy.
Investments
held outside the Master Trusts stated at fair value on a recurring basis are
categorized in their entirety in the table below based upon the lowest level of
significant input to the valuations as of December 31, 2008.
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Quoted
Prices in Active Markets for
Identical Assets
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Significant
Other Observable
Inputs
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Significant
Unobservable Inputs
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(Level
1)
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(Level
2)
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(Level
3)
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Total
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Investments:
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Mutual
Funds
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$ |
709,731 |
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$ |
- |
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$ |
- |
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$ |
709,731 |
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Stable
Value Fund
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98,341 |
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98,341 |
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Loans
to Participants
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2,041 |
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2,041 |
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|
|
|
|
|
|
|
TOTAL
|
|
$ |
709,731 |
|
|
$ |
98,341 |
|
|
$ |
2,041 |
|
|
$ |
810,113 |
|
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 — January
1, 2008
|
|
$ |
4,043 |
|
|
|
|
|
|
|
|
Payments
|
|
|
(2,002 |
) |
|
|
|
|
|
|
|
Balance — December
31, 2008
|
|
$ |
2,041 |
|
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
|
|
|
|
|
|
|
|
|
|
|
M&I
Master Trust — M&I Stock Fund*
|
|
$ |
78,136 |
|
|
$ |
- |
|
|
M&I
Master Trust — Growth Balanced Fund*
|
|
|
197,958 |
|
|
|
295,627 |
|
|
M&I
Master Trust — Moderate Balanced Fund*
|
|
|
97,511 |
|
|
|
148,602 |
|
|
M&I
Master Trust — Aggressive Stock Fund*
|
|
|
93,186 |
|
|
|
204,363 |
|
|
Marshall
Mid-Cap Value Fund*
|
|
|
|
|
|
|
166,489 |
|
|
Marshall
International Stock Fund*
|
|
|
108,620 |
|
|
|
312,954 |
|
|
Vanguard
Institutional Index Fund
|
|
|
136,070 |
|
|
|
350,966 |
|
|
Goldman
Sachs Small-Cap Value Fund
|
|
|
|
|
|
|
149,058 |
|
|
Davis
Venture
|
|
|
|
|
|
|
164,721 |
|
|
M&I
Stable Principal Fund*
|
|
|
98,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*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
|
|
$ |
(481,521 |
) |
|
$ |
90,304 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
(depreciation) appreciation in fair value of investments
|
|
$ |
(481,521 |
) |
|
$ |
90,304 |
|
|
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. 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 M&I Retirement Plan for investment and administrative purposes.
Effective November 1, 2007 the NYCE 401(k) Plan exited the trusts.
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 are summarized as follows:
|
|
|
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
|
|
$ |
93,186 |
|
|
$ |
204,363 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Aggressive Stock Fund as a
percentage of the total
|
|
|
0.20 |
% |
|
|
0.26 |
% |
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
197,958 |
|
|
$ |
295,627 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Growth Balanced Fund as a
percentage of the total
|
|
|
0.31 |
% |
|
|
0.33 |
% |
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
9,420 |
|
|
$ |
21,082 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Aggressive Balanced Fund as a
percentage of the total
|
|
|
0.08 |
% |
|
|
0.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
97,511 |
|
|
$ |
148,602 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Moderate Balanced Fund as a
percentage of the total
|
|
|
1.18 |
% |
|
|
1.52 |
% |
|
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$ |
337,690 |
|
|
$ |
361,399 |
|
Net
(depreciation) appreciation in the fair value of investments —
mutual funds
|
|
|
(2,415,811 |
) |
|
|
401,452 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
M&I Master Trust — Moderate Balanced Fund (loss)
income
|
|
$ |
(2,078,121 |
) |
|
$ |
762,851 |
|
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
|
|
$ |
57,251 |
|
|
$ |
96,038 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Diversified Stock Fund as a
percentage of the total
|
|
|
0.35 |
% |
|
|
0.40 |
% |
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
6,644 |
|
|
$ |
29,428 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — Metavante Stock Fund as a
percentage of the total
|
|
|
0.02 |
% |
|
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
78,136 |
|
|
$ |
101,620 |
|
|
|
|
|
|
|
|
|
|
|
Plan’s
interest in M&I Master Trust — M&I Stock Fund as a
percentage of the total
|
|
|
0.07 |
% |
|
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
Dividend
and interest income
|
|
$ |
9,589,619 |
|
|
$ |
11,158,319 |
|
Net
(depreciation) appreciation 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
is a Non-Standardized Prototype Plan (“Prototype Plan”) sponsored by the Trustee
and adopted by the Corporation. The Plan has not requested its own determination
letter from the Internal Revenue Service. However, the Corporation and Plan
administrator believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC and the Plan continues 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. 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.
Although
it has not expressed any intention to do so, the Company 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.
|
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
and for the years ended December 31, 2008 and 2007, are as
follows:
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Statements
of net assets available for benefits:
|
|
|
|
|
|
|
|
Net
assets available for benefits per the financial statements
|
|
$ |
1,356,121 |
|
|
$ |
2,779,396 |
|
|
Adjustments
from contract value to fair value for fully benefit-responsive
investment contracts
|
|
|
(5,244 |
) |
|
|
(1,534 |
) |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500 — at fair
value
|
|
$ |
1,350,877 |
|
|
$ |
2,777,862 |
|
|
|
|
|
|
|
|
|
|
|
|
Statements
of changes in net assets available for benefits:
|
|
|
|
|
|
|
|
|
|
Decrease
in net assets per the financial statements
|
|
$ |
(1,423,275 |
) |
|
$ |
(402,008 |
) |
|
Adjustment
from contract value to fair value for fully benefit-responsive investment
contracts
|
|
|
(3,710 |
) |
|
|
1,458 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per Form 5500
|
|
$ |
(1,426,985 |
) |
|
$ |
(400,550 |
) |
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
M&I
Master Trust — Growth Balanced Fund*
|
Master
Trust
|
|
$ |
197,958 |
|
|
M&I
Master Trust — Aggressive Balanced Fund*
|
Master
Trust
|
|
|
9,420 |
|
|
M&I
Master Trust — Moderate Balanced Fund*
|
Master
Trust
|
|
|
97,511 |
|
|
M&I
Master Trust — Diversified Stock Fund*
|
Master
Trust
|
|
|
57,251 |
|
|
M&I
Master Trust — Aggressive Stock Fund*
|
Master
Trust
|
|
|
93,186 |
|
|
M&I
Master Trust — Metavante Stock Fund
|
Master
Trust
|
|
|
6,644 |
|
|
M&I
Master Trust — M&I Stock Fund*
|
Master
Trust
|
|
|
78,136 |
|
|
Vanguard
Institutional Index Fund
|
Registered
Investment Company
|
|
|
136,070 |
|
|
Goldman
Sachs Small-Cap Value Fund
|
Registered
Investment Company
|
|
|
64,758 |
|
|
Marshall
Mid-Cap Value Fund*
|
Registered
Investment Company
|
|
|
51,502 |
|
|
Marshall
Intermediate Bond Fund*
|
Registered
Investment Company
|
|
|
58,406 |
|
|
TCW
Small-Cap Growth Fund
|
Registered
Investment Company
|
|
|
39,023 |
|
|
Marshall
Mid-Cap Growth Fund*
|
Registered
Investment Company
|
|
|
51,236 |
|
|
Marshall
International Stock Fund*
|
Registered
Investment Company
|
|
|
108,620 |
|
|
Marshall
Large Cap Value Fund*
|
Registered
Investment Company
|
|
|
65,607 |
|
|
Davis
Venture
|
Registered
Investment Company
|
|
|
57,866 |
|
|
Marshall
Large Cap Growth & Income Fund*
|
Registered
Investment Company
|
|
|
56,904 |
|
|
T.
Rowe Price Growth
|
Registered
Investment Company
|
|
|
19,739 |
|
|
M&I
Stable Principal Fund*
|
Common
Collective Fund
|
|
|
98,341 |
|
|
Various
participants*
|
Participant
Loan (at an interest rate of 6.50%)
|
|
|
2,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,350,219 |
|
|
|
|
|
|
|
|
|
*
Represents a party-in-interest
|
|
|
|
|
|
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.
|
|
MISSOURI
STATE BANK & TRUST COMPANY RETIREMENT SAVINGS PLAN
|
|
|
|
| |
/s/
Dennis R. Salentine |
|
|
|
|
|
Dennis
R. Salentine
Vice
President and Director of Corporate Benefits of the Marshall & Ilsley
Corporation
|
|
|
|
|
|
|