UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 333-121604
A. Full title of the plan and the address of the plan, if different
from that of the Issuer named below:
NYCE Corporation Employees' Tax Deferred Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MARSHALL & ILSLEY CORPORATION
770 North Water Street
Milwaukee, Wisconsin 53202
Financial Statement and Exhibits
--------------------------------
(a) Financial Statements:
---------------------
NYCE Corporation Employees' Tax Deferred Savings Plan
-----------------------------------------------------
Independent Auditors' Report.
Statements of Net Assets Available for Benefits
as of December 31, 2005 and 2004.
Statements of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 2005.
Notes to Financial Statements.
Supplemental Schedule, Form 5500, Schedule H,
Part IV, Line 4(i)
Schedule of Assets (Held at End of Year)
as of December 31, 2005.
(b) Exhibits:
---------
23 Consent of Independent Registered Public
Accounting Firm - Deloitte & Touche LLP
NYCE CORPORATION EMPLOYEES'TAX
DEFERRED SAVINGS PLAN
Financial Statements as of
December 31, 2005 and 2004,
and for the Year Ended
December 31, 2005, and Supplemental
Schedule as of December 31, 2005, and
Report of Independent Registered
Public Accounting Firm
NYCE CORPORATION EMPLOYEES'TAX
DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
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Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits
as of December 31, 2005 and 2004 2
Statements of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2005 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE - 9
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
as of December 31, 2005 10
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.
1
[Deloitte & Touche LLP Letterhead]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustee and Participants of the
NYCE Corporation Employees' Tax Deferred Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the NYCE Corporation Employees' Tax Deferred Savings Plan (the
"Plan") as of December 31, 2005 and 2004, and the related statement of
changes in net assets available for benefits for the year ended December
31, 2005. 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 the 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, 2005 and 2004, and the changes in net assets available for benefits for
the year ended December 31, 2005, 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, 2005 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 in our audits of the basic 2005
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
June 27, 2006
2
NYCE CORPORATION EMPLOYEES' TAX
DEFERRED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2005 AND 2004
_______________________________________________________________________
2005 2004
------------- -------------
INVESTMENTS - At fair market value $ 20,047,764 $ 23,517,424
LOANS TO PARICIPANTS 392,510 742,315
------------- -------------
Total investments 20,440,274 24,259,739
RECEIVABLES:
Employer contribution -- 37,457
Employee contributions -- 59,543
Accrued investment income 12,416 2,306
------------- -------------
Total receivables 12,416 99,306
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 20,452,690 $ 24,359,045
============= =============
See notes to financial statements.
3
NYCE CORPORATION EMPLOYEES' TAX
DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2005
_______________________________________________________________________
2005
-------------
INVESTMENT INCOME:
Net appreciation in the
fair value of investments $ 831,936
Interest and dividends 304,602
-------------
Net investment income 1,136,538
DEDUCTIONS:
Benefits paid to participants (5,042,893)
-------------
Total deductions (5,042,893)
-------------
DECREASE IN NET ASSETS (3,906,355)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 24,359,045
-------------
End of year $ 20,452,690
=============
See notes to financial statements.
4
NYCE CORPORATION EMPLOYEES' TAX
DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005 AND 2004,
AND FOR THE YEAR ENDED DECEMBER 31, 2005
---------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
-----------------------
The following description of the NYCE Corporation Employees' Tax
Deferred 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 NYCE Corporation who had
three months of service with the exception of leased, temporary, in-
house temporary, in-house consultant, special project, free-lance,
on-call, casual and bargaining unit employees. Marshall & Ilsley
Trust Company (the "Trustee"), a subsidiary of the Corporation,
serves as the trustee of the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974,
("ERISA").
On July 30, 2004, NYCE Corporation (the "Company") merged with
Marshall & Ilsley Corporation (the "Corporation") and participants
in the Plan actively employed by the Company became 100% vested.
The Plan's benefits were frozen as of December 31, 2004.
Effective January 1, 2005, each Plan participant was eligible to make
the election to participate in the M&I Retirement Program - M&I
Retirement Plan, a defined contribution plan which is subject to the
provisions of the 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 contributed 100% of the first 6% of
base compensation that a participant contributed to the Plan.
Participants could also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans.
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.
5
Investments - Participants may direct the investment of their
contributions into various investment options offered by the Plan.
Participant Loans - Participants may borrow from their vested
accounts up to a maximum of $50,000 or 50% of their account balance,
whichever is less. The loans are secured by the balance in the
participant's account. Principal and interest are paid ratably
through payroll deductions. As of December 20, 2004, the Plan no
longer offers 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 and are fixed over the life of the
note. Interest rates on participant loans at December 31, 2005 and
2004 ranged from 6.00% to 11.00% and 6.00% to 11.50%, respectively.
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
accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Basis of Accounting - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted
in the United States of America.
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 those estimates.
Risks and Uncertainties - The Plan utilizes various investment
instruments, including mutual funds and investment contracts.
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
materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition - The Plan's investments
are stated at fair value except for the Marshall & Ilsley Stable
Principal Fund, which is valued at contract value (see Note 4), which
approximates fair value. Quoted market prices are used to value
investments. Shares of mutual funds are valued at quoted market
prices, which represent the net asset value of shares held by the
Plan at year end. Participant loans are valued at the outstanding
loan balances.
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.
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.
Administrative Expenses - Significantly all administrative expenses
of the Plan were paid by the Corporation for the year ended December
31, 2005.
Payment of Benefits - Benefit payments to participants are recorded
upon distribution.
6
3. INVESTMENTS
-----------
The Plan's investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2005 and 2004, are
as follows:
2005 2004
------------- -------------
M&I Master Trust -
Growth Balanced Fund * $ 2,933,936
M&I Stable Principal Fund * 2,610,339
M&I Master Trust -
Aggressive Balanced Fund * 1,990,689
Vanguard Institutional Index Fund 1,629,023
M&I Master Trust -
Moderate Balanced Fund * 1,422,438
Goldman Sachs Small-Cap
Value Fund 1,199,722
Marshall Mid-Cap Value Fund * 1,084,095
Nicholas Fund 1,030,124
Merrill Lynch Trust Company Pooled Separate Accounts:
AllianceBernstein Growth & Income Fund 5,819,969
Merrill Lynch Retirement
Preservation Trust 4,903,415
Merrill Lynch Fundamental
Growth Fund 1,792,753
Merrill Lynch Balanced Capital Fund 1,667,350
Federated Bond Fund 1,424,699
Seligman Communications and
Information Fund 1,235,047
* Represents party-in-interest
During the year ended December 31, 2005, 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:
Mutual Funds $ 390,543
Master Trusts 467,208
Pooled Separated Accounts (25,815)
------------
Net appreciation in fair value of investments $ 831,936
============
4. GUARANTEED INVESTMENT CONTRACTS
-------------------------------
The Plan invests in the M&I Stable Principal Fund that invests in
guaranteed investment contracts. Fully benefit-responsive investment
contracts are valued at contract value, which represents the
principal balance of the investment contracts, plus accrued interest
at the stated contract rate, less payments received and contract
charges by the insurance company. Under the terms of the investment
contracts, the crediting interest rate is determined semi-annually
based on the insurance company's applicable rate schedule. The
aggregate average yield of the investment contracts for the year
ended December 31, 2005 was 4.43%. The crediting interest rate for
the investment contracts as of December 31, 2005 and 2004 was 4.59%
and 4.31%, respectively. The fair value of the investment contracts
as of December 31, 2005 and 2004 approximates the contract value.
There are no limitations on guarantees of the contracts.
7
5. FEDERAL INCOME TAX STATUS
-------------------------
The Internal Revenue Service ("IRS") has determined and informed the
Company by a letter dated January 14, 2004, that the Plan and related
trust were designed in accordance with the applicable regulations of
the IRC. The Plan has been amended since receiving the determination
letter; however, the Corporation and Plan management believe that the
Plan is currently designed and operated in compliance with the
applicable requirements of the IRC and the Plan and related trust
continue to be tax-exempt. Therefore, no provision for income taxes
has been included in the Plan's financial statements.
6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
-------------------------------------
Certain Plan investments are shares of mutual funds and unitized
funds managed by the Corporation. The Corporation is the trustee as
defined by the Plan and, therefore, these transactions qualify as
exempt party-in-interest transactions. Fees paid by the Plan for
investment management services were included as a reduction of the
return earned on each fund.
7. PLAN TERMINATION
----------------
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.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
---------------------------------------------------
The reconciliation of net assets available for benefits per the
financial statements to the Form 5500 as of December 31, 2005 and
2004, is as follows:
2005 2004
------------- -------------
Net assets available for benefits
per the financial statements $ 20,452,690 $ 24,359,045
Employer contribution receivable -- (37,457)
Employee contribution receivable -- (59,543)
------------ ------------
Net assets available for
benefits per the Form 5500 $ 20,452,690 $ 24,262,045
============ ============
The reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended
December 31, 2005, is as follows:
Contributions $ --
Add: Prior-year employer
contribution receivable 37,457
Prior-year employee
contribution receivable 59,543
------------
Net assets available for
benefits per the Form 5500 $ 97,000
============
8
9. VOLUNTARY COMPLIANCE RESOLUTION
-------------------------------
In June 2006, the Corporation filed an application for a compliance
statement from the IRS under the Voluntary Correction Program, a
component of the Employee Plans Compliance Resolution System. The
compliance statement was sought with respect to the following
operational failure:
* During plan years 1999, 2000, 2001, 2002, and 2003,
improper true-up matching contributions were calculated
by a third-party administrator, and made by the Company.
The Corporation has yet to receive a response from the IRS.
* * * * * *
9
SUPPLEMENTAL SCHEDULE
10
NYCE CORPORATION EMPLOYEES' TAX
DEFERRED SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2005
___________________________________________________________________________
ISSUER Description of Investment, Current
Including Maturity Date Value
Rate of Interest,
Collateral, and Par or
Maturity Value
------------------- --------------------------- ----------------
M&I Master Trust -
Growth Balanced Fund * Master Trust $ 2,933,936
M&I Stable
Principal Fund * Common Collective Fund 2,610,339
M&I Master Trust -
Aggressive Balanced
Fund * Master Trust 1,990,689
Vanguard Institutional
Index Fund Registered Investment Company 1,629,023
M&I Master Trust -
Moderate Balanced
Fund * Master Trust 1,422,438
Goldman Sachs Small-Cap
Value Fund Registered Investment Company 1,199,722
Marshall Mid-Cap
Value Fund * Registered Investment Company 1,084,095
Nicholas Fund Registered Investment Company 1,030,124
Marshall Intermediate
Bond Fund * Registered Investment Company 934,721
Managers Special
Equity Fund Registered Investment Company 848,391
Marshall Mid-Cap
Growth Fund * Registered Investment Company 829,318
Marshall International
Stock Fund * Registered Investment Company 755,610
Marshall Large Cap
Value Fund * Registered Investment Company 723,287
M&I Master Trust -
Diversified Stock
Fund * Master Trust 649,553
M&I Master Trust -
Aggressive Stock Fund * Master Trust 395,747
MFS Massachusetts
Growth Fund Registered Investment Company 391,081
Marshall Large Cap
Growth & Income Fund * Registered Investment Company 333,990
M&I Master Trust -
Common Stock Fund * Master Trust 292,811
Various Participants * Participant Loans 392,510
Pending Trades Various (7,111)
---------------
$ 20,440,274
===============
* Represents 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 by the undersigned thereunto
duly authorized.
NYCE Corporation Employees'
Tax Deferred Savings Plan
/s/ Dennis R. Salentine
____________________________
Dennis R. Salentine
Vice President,and
Director of Corporate
Benefits of the Marshall
& Ilsley Corporation
Date: June 27, 2006