Bank of Montreal - 40-F annual report

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 40-F

[Check one]


o		Registration statement pursuant to section 12 of the Securities Exchange Act of 1934


þ		Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended October 31, 2010		Commission File Number 001-133354

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))

Not 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
Common Shares		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

For annual reports, indicate by check mark the information filed with this Form:

þ Annual information form þ 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			566,468,440
Class B Preferred Shares Series 5			8,000,000
Class B Preferred Shares Series 10			12,000,000
Class B Preferred Shares Series 13			14,000,000
Class B Preferred Shares Series 14			10,000,000
Class B Preferred Shares Series 15			10,000,000
Class B Preferred Shares Series 16			12,000,000
Class B Preferred Shares Series 18			6,000,000
Class B Preferred Shares Series 21			11,000,000
Class B Preferred Shares Series 23			16,000,000

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.


Yes o 82-		No þ

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 þ		No o

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 o		No o

TABLE OF CONTENTS


DISCLOSURE CONTROLS AND PROCEDURES		2
INTERNAL CONTROL OVER FINANCIAL REPORTING		2
AUDIT COMMITTEE FINANCIAL EXPERT		2
CODE OF ETHICS		3
PRINCIPAL ACCOUNTANT FEES AND SERVICES		3
OFF-BALANCE SHEET ARRANGEMENTS		3
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS		3
IDENTIFICATION OF THE AUDIT COMMITTEE		3
UNDERTAKING		3
SIGNATURES		3
EXHIBIT INDEX		4
Annual Information Form
Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2010
Consolidated Financial Statements for the Fiscal Year Ended October 31, 2010
Consent of Independent Registered Public Accounting Firm dated December 7, 2010
Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences dated December 7, 2010
Section 302 Certifications of Chief Executive Officer
Section 302 Certifications of Chief Financial Officer
Section 906 Certifications

DISCLOSURE CONTROLS AND PROCEDURES

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, 2010 (“2010 MD&A”), filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.

INTERNAL CONTROL OVER FINANCIAL REPORTING

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 2010 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 109 of the Bank’s Consolidated Financial Statements for the fiscal year ended October 31, 2010 (“2010 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 2010 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.

AUDIT COMMITTEE FINANCIAL EXPERT

The information provided under the heading “Audit Committee Information — Composition of the Audit Committee” (page 14) identifying the Audit Committee Financial Experts, and confirming the independence of the Audit Committee Financial Experts, as set forth in the Bank’s Annual Information Form (dated December 7, 2010), filed as Exhibit 99.1 to this annual report on Form 40-F, is incorporated by reference herein.

CODE OF ETHICS

The Bank adopted a Code of Ethics (the “Code”) for the Chief Executive Officer and Senior Financial Officers applicable to the Bank’s Chief Executive Officer, Chief Financial Officer, Chief Accountant and other persons who perform similar functions within the Bank from time to time, whether as a result of a change in title or delegation or transfer of responsibilities. During fiscal 2010, the Code was substantially intergrated into FirstPrinciples, the Bank’s 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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information provided under the heading “Pre-Approval of Shareholders’ Auditors’ Services and Fees” (page 74) contained in the 2010 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The information provided under the heading “Off-Balance Sheet Arrangements” (page 68) contained in the 2010 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information provided under the heading “Supplemental Information — Table 20: Contractual Obligations” (page 106) as set forth in the 2010 MD&A, filed as Exhibit 99.2 to this annual report on Form 40-F, is incorporated by reference herein.

IDENTIFICATION OF THE AUDIT COMMITTEE

The information provided under the heading “Audit Committee Information — Composition of the Audit Committee” (page 14) identifying the Bank’s Audit Committee and confirming the independence of the Audit Committee as set forth in the Bank’s Annual Information Form (dated December 7, 2010), filed as Exhibit 99.1 to this annual report on Form 40-F, is incorporated by reference herein.

UNDERTAKING

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.

SIGNATURES

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.

Registrant: Bank of Montreal



By:	/s/ Russel C. Robertson
	Russel C. Robertson
	Chief Financial Officer

Date: December 7, 2010

EXHIBIT INDEX


Exhibits		Description
99.1		Annual Information Form
99.2		Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2010
99.3		Consolidated Financial Statements for the Fiscal Year Ended October 31, 2010
99.4		Consent of Independent Registered Public Accounting Firm dated December 7, 2010
99.5		Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Differences dated December 7, 2010
99.6		Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.7		Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.8		Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Bank of Montreal - 40-F annual report

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