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Form 6-K BANK OF MONTREAL /CAN/ For: Dec 03

December 3, 2014 4:29 PM EST

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of: December, 2014 Commission File Number: 001-13354

BANK OF MONTREAL

(Name of Registrant)

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

129 rue Saint-Jacques

Montreal, Quebec

Canada, H2Y 1L6

(Executive Offices) (Head Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F��������������Form 40-F��

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):��

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):��

Indicate by check mark whether the registrant by furnishing 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.��Yes����No��

If �Yes� is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-��������������������.

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (�SEC�) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:

1. Registration Statement � Form F-3 � File No.�333-196387

2. Registration Statement � Form F-3 � File No.�33-96354

3. Registration Statement � Form F-3 � File No.�333-189814

4. Registration Statement � Form S-8 � File No.�333-191591

5. Registration Statement � Form S-8 � File No.�333-182644

6. Registration Statement � Form S-8 � File No.�333-180968

7. Registration Statement � Form S-8 � File No.�333-177579

8. Registration Statement � Form S-8 � File No.�333-177568

9. Registration Statement � Form S-8 � File No.�333-176479

10. Registration Statement � Form S-8 � File No.�333-175413

11. Registration Statement � Form S-8 � File No.�333-175412

12. Registration Statement � Form S-8 � File No.�333-113096

13. Registration Statement � Form S-8 � File No.�333-14260

14. Registration Statement � Form S-8 � File No.�33-92112


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BANK OF MONTREAL
By:

/s/ Thomas E. Flynn

Name: Thomas E. Flynn
Title: Chief Financial Officer
Date: December�3, 2014 By:

/s/ Barbara M. Muir

Name: Barbara M. Muir
Title: Senior Vice-President, Deputy General Counsel, Corporate Affairs and Corporate Secretary


EXHIBIT INDEX

Exhibit �� Description of Exhibit
99.1 �� Consolidated Ratios of Earning to Fixed Charges and Preferred Dividends
99.2 �� Computation of Consolidated Ratios of Earnings to Fixed Charges
99.3 �� Consolidated Capitalization of Bank of Montreal

Exhibit 99.1

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

Effective November�1, 2011, the Bank of Montreal commenced reporting under International Financial Reporting Standards (�IFRS�) as issued by the International Accounting Standards Board as a replacement of prior Canadian generally accepted accounting principles (�Canadian GAAP�). Fiscal 2011 comparative figures presented in this document have been restated to reflect our adoption of IFRS, as defined and described in the notes to our 2012 Annual Report, Note 30, on pages 177 to 181. Fiscal 2010 comparative figures presented in this document have not been restated and are presented in accordance with Canadian GAAP, as previously defined and as described in the notes to our annual consolidated financial statements for the year ended October�31, 2011, on pages 119 to 180 of our 2011 Annual Report.

The tables below set forth Bank of Montreal�s consolidated ratios of earnings to fixed charges, calculated in accordance with IFRS, for the years ended October�31, 2014 and 2013:

�� Year�Ended�October�31
�� 2013(1) �� 2014

Excluding Interest on Deposits

�� 3.44 �� �� 3.68 ��

Including Interest on Deposits

�� 2.05 �� �� 2.07 ��

(1) On November�1, 2013, BMO adopted certain changes in IFRS including amendments to IAS 19 Employee Benefits for measurement and presentation differences; IFRS 10 Consolidated Financial Statements resulting in the deconsolidation of two of the Bank�s funding vehicles and Canadian securitization vehicles; and IFRS 11 Joint Arrangements resulting in a joint venture being accounted for using the equity method of accounting. The earnings to fixed charges ratio, excluding interest on deposits, and including interest on deposits, for fiscal 2013 above have been adjusted accordingly to reflect the impact of the retroactive application of these changes.

The tables below set forth Bank of Montreal�s consolidated ratios of earnings to fixed charges and preferred dividends, calculated in accordance with IFRS, for the years ended October�31, 2014 and 2013:

�� Year�Ended�October�31
�� 2013(1) �� 2014

Excluding Interest on Deposits

�� 3.21 �� �� 3.42 ��

Including Interest on Deposits

�� 1.99 �� �� 2.01 ��

(1) On November�1, 2013, BMO adopted certain changes in IFRS including amendments to IAS 19 Employee Benefits for measurement and presentation differences; IFRS 10 Consolidated Financial Statements resulting in the deconsolidation of two of the Bank�s funding vehicles and Canadian securitization vehicles; and IFRS 11 Joint Arrangements resulting in a joint venture being accounted for using the equity method of accounting. The earnings to fixed charges and preferred dividends ratio, excluding interest on deposits, and including interest on deposits, for fiscal 2013 above have been adjusted accordingly to reflect the impact of the retroactive application of these changes.

Exhibit 99.2

COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

������������������ ������������������ ������������������ ������������������ ������������������ ������������������
Bank of Montreal �� ��

COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

�� ��
�� IFRS �� Canadian�GAAP
��

Year Ended October 31

(in millions of Canadian dollars, except for ratios)

�� 2014 2013 2012 2011 �� 2010

EXCLUDING INTEREST ON DEPOSITS

�� ��

Fixed Charges

�� ��

Interest expensed and capitalized (excluding deposits) (1)

�� $ 1,743 �� $ 1,881 �� $ 2,183 �� $ 2,376 �� �� $ 894 ��

Estimated interest within rental expense

�� 116 �� 130 �� 139 �� 124 �� �� 113 ��

Preferred dividend requirement (2)

�� 54 �� 54 �� 54 �� 54 �� �� ��� ��
�� ��

Total Fixed Charges

�� $ 1,913 �� $ 2,065 �� $ 2,376 �� $ 2,554 �� �� $ 1,007 ��
�� ��

Preferred Dividends Requirement (Parent Entity) (3)

�� $ 145 �� $ 152 �� $ 166 �� $ 185 �� �� $ 168 ��
�� ��

Total Fixed Charges and Preferred Dividends

�� $ 2,058 �� $ 2,217 �� $ 2,542 �� $ 2,739 �� �� $ 1,175 ��
�� ��

Earnings

�� ��

Income from continuing operations before income taxes (4)

�� $ 5,236 �� $ 5,250 �� $ 5,030 �� $ 3,922 �� �� $ 3,567 ��

Adjusted for: Earnings and distributions related to equity investees

�� (55 )� (155 )� (148 )� (102 )� �� 14 ��

Fixed Charges (excluding preferred dividend requirement)

�� 1,859 �� 2,011 �� 2,322 �� 2,500 �� �� 1,007 ��
�� ��

Earnings

�� $ 7,040 �� $ 7,106 �� $ 7,204 �� $ 6,320 �� �� $ 4,588 ��
�� ��

Ratio of Earnings to Fixed Charges, excluding interest on deposits

�� 3.68 �� 3.44 �� 3.03 �� 2.47 �� �� 4.56 ��

Ratio of Earnings to Fixed Charges and Preferred Dividends, excluding interest on deposits

�� 3.42 �� 3.21 �� 2.83 �� 2.31 �� �� 3.90 ��

INCLUDING INTEREST ON DEPOSITS

�� ��

Fixed Charges

�� ��

Interest expensed and capitalized (including deposits) (1)

�� $ 4,608 �� $ 4,608 �� $ 4,854 �� $ 5,069 �� �� $ 3,256 ��

Estimated interest within rental expense

�� 116 �� 130 �� 139 �� 124 �� �� 113 ��

Preferred dividend requirement (2)

�� 54 �� 54 �� 54 �� 54 �� �� ��� ��
�� ��

Total Fixed Charges

�� $ 4,778 �� $ 4,792 �� $ 5,047 �� $ 5,247 �� �� $ 3,369 ��
�� ��

Preferred Dividends Requirement (Parent Entity) (3)

�� $ 145 �� $ 152 �� $ 166 �� $ 185 �� �� $ 168 ��
�� ��

Total Fixed Charges and Preferred Dividends

�� $ 4,923 �� $ 4,944 �� $ 5,213 �� $ 5,432 �� �� $ 3,537 ��
�� ��

Earnings

�� ��

Income from continuing operations before income taxes (4)

�� $ 5,236 �� $ 5,250 �� $ 5,030 �� $ 3,922 �� �� $ 3,567 ��

Adjusted for: Earnings and distributions related to equity investees

�� (55 )� (155 )� (148 )� (102 )� �� 14 ��

Fixed Charges (excluding preferred dividend requirement)

�� 4,724 �� 4,738 �� 4,993 �� 5,193 �� �� 3,369 ��
�� ��

Earnings

�� $ 9,905 �� $ 9,833 �� $ 9,875 �� $ 9,013 �� �� $ 6,950 ��
�� ��

Ratio of Earnings to Fixed Charges, including interest on deposits

�� 2.07 �� 2.05 �� 1.96 �� 1.72 �� �� 2.06 ��

Ratio of Earnings to Fixed Charges and Preferred Dividends, including interest on deposits

�� 2.01 �� 1.99 �� 1.89 �� 1.66 �� �� 1.96 ��

Prior periods have been restated

(1)

Includes amortization of debt issuance costs.

(2)

Represents pre-tax earnings required to pay preferred dividends declared by consolidated subsidiaries.

(3)

Represents pre-tax earnings required to pay preferred dividends declared by the parent entity.

(4)

Adjusted for capitalized interest.

Exhibit 99.3

CONSOLIDATED CAPITALIZATION OF BANK OF MONTREAL

The following table sets forth the consolidated capitalization of the Bank at October�31, 2014.

As at
October�31,�2014
(in�millions�of�Canadian
dollars)

Subordinated Debt

4,913 ��

Total Equity

Preferred Shares(1)

3,040 ��

Common Shares

12,357 ��

Contributed Surplus

304 ��

Retained Earnings

17,237 ��

Accumulated Other Comprehensive Income

1,375 ��

Total Shareholders� Equity

34,313 ��

Non-controlling Interest in Subsidiaries

1,091 ��

Total Equity

35,404 ��

Total Capitalization

40,317 ��

Notes:

(1) Preferred Shares classified under Shareholders� Equity consist of Class B Preferred Shares Series 13, 14, 15, 16, 17, 23, 25, 27, 29 and 31. For more information on the classification of Preferred Shares, please refer to Note 20 of the audited consolidated financial statements of Bank of Montreal for the year ended October�31, 2014.


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