U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 40-F
[Check one]
or
BANK OF MONTREAL
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English (if applicable))
Canada
(Province or other jurisdiction of incorporation or organization)
6029
(Primary Standard Industrial Classification Code Number (if applicable))
(I.R.S. Employer Identification Number (if applicable))
100 King Street West, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1A1 (416-867-6785)
(Address and telephone number of Registrant’s principal executive offices)
Colleen Hennessy, Bank of Montreal, 111 West Monroe Street, P.O. Box 755, Chicago, Illinois
60690 (312-461-7745)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class
Name Of Each Exchange On Which Registered
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
For annual reports, indicate by check mark the information filed with this Form:
x Annual information form x Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Common Shares
Class B Preferred Shares Series 5
Class B Preferred Shares Series 13
Class B Preferred Shares Series 14
Class B Preferred Shares Series 15
Class B Preferred Shares Series 16
Class B Preferred Shares Series 18
Class B Preferred Shares Series 21
Class B Preferred Shares Series 23
Class B Preferred Shares Series 25
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes ¨ No ¨
TABLE OF CONTENTS
DISCLOSURE CONTROLS AND PROCEDURES
INTERNAL CONTROL OVER FINANCIAL REPORTING
AUDIT AND CONDUCT REVIEW COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
OFF-BALANCE SHEET ARRANGEMENTS
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
IDENTIFICATION OF THE AUDIT AND CONDUCT REVIEW COMMITTEE
UNDERTAKING
SIGNATURES
EXHIBIT INDEX
Annual Information Form
Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2012
Consolidated Financial Statements for the Fiscal Year Ended October 31, 2012
Consent of Independent Registered Public Accounting Firm dated December 4, 2012
Section 302 Certifications of Chief Executive Officer
Section 302 Certifications of Chief Financial Officer
Section 906 Certifications
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The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Disclosure Controls and Procedures” (page 74) contained in the Bank’s Management’s Discussion and Analysis for the fiscal year ended October 31, 2012 (“2012 MD&A”), filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.
a. Management’s annual report on internal control over financial reporting
The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Internal Control over Financial Reporting” (page 74) contained in the 2012 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.
b. Auditor’s attestation report on internal control over financial reporting
The Bank’s shareholders’ auditors, KPMG LLP, has issued an audit report on our internal control over financial reporting. This audit report appears on page 117 of the Bank’s Consolidated Financial Statements for the fiscal year ended October 31, 2012 (“2012 Financial Statements”), filed as Exhibit 99.3 to this annual report on Form 40-F and is incorporated by reference herein.
c. Changes in internal control over financial reporting.
The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Changes in Internal Control Over Financial Reporting” (page 74) contained in the 2012 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.
The information provided under the heading “Audit and Conduct Review Committee Information — Composition of the Audit and Conduct Review Committee” (page 13) identifying the Audit and Conduct Review Committee Financial Experts, and confirming the independence of the Audit and Conduct Review Committee Financial Experts, as set forth in the Bank’s Annual Information Form (dated December 4, 2012), filed as Exhibit 99.1 to this annual report on Form 40-F, is incorporated by reference herein.
The Bank has adopted FirstPrinciples, its code of business conduct and ethics, which is applicable to every director and employee of the Bank. FirstPrinciples is available on the Bank’s website www.bmo.com and is available in print without charge to any shareholder upon request.
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The information provided under the heading “Shareholders’ Auditors’ Services and Fees – Pre-Approval Policies and Procedures” (page 74) contained in the 2012 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.
The information provided under the heading “Off-Balance Sheet Arrangements” (page 70) contained in the 2012 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.
The information provided under the heading “Supplemental Information — Table 23: Contractual Obligations” (page 113) as set forth in the 2012 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.
The information provided under the heading “Audit and Conduct Review Committee Information — Composition of the Audit and Conduct Review Committee” (page 13) identifying the Bank’s Audit and Conduct Review Committee and confirming the independence of the Audit and Conduct Review Committee as set forth in the Bank’s Annual Information Form (dated December 4, 2012), filed as Exhibit 99.1 to this annual report on Form 40-F, is incorporated by reference herein.
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: December 4, 2012
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