UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
|
February 28, 2007 | |
| M&T BANK CORPORATION | ||
| (Exact name of registrant as specified in its charter) |
| New York | ||
| (State or other jurisdiction of incorporation) |
| 1-9861 | 16-0968385 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| One M&T Plaza, Buffalo, New York | 14203 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
|
(716) 842-5445 | |
| (NOT APPLICABLE) | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instructions
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On February 28, 2007, representatives of M&T Bank Corporation (“M&T”) will deliver a
presentation to investors and analysts at the Keefe, Bruyette & Woods 2007 Regional Bank Conference
in Boston, MA. M&T’s presentation is scheduled to begin at 4:00 p.m. Eastern Time. A copy of this
presentation is attached as Exhibit 99.
The information in this Form 8-K, including Exhibit 99 attached hereto, shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”),
or otherwise subject to the liability of such section, nor shall it be deemed incorporated by
reference in any filing of M&T under the Securities Act of 1933 or the Exchange Act, regardless of
any general incorporation language in such filing, unless expressly incorporated by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. | ||
99
|
M&T Bank Corporation Presentation. |
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 hereunto duly authorized.
| M&T BANK CORPORATION |
||||
Date: February 28, 2007
|
By: | /s/ René F. Jones | ||
| René F. Jones | ||||
| Executive Vice President | ||||
| and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit No. | ||
99
|
M&T Bank Corporation Presentation. Filed herewith. |
-3-
Exhibit 99
| Keefe, Bruyette & Woods Regional Banking Conference February 28, 2007 |
| Disclaimer This presentation contains forward looking statements within the meaning of the Private Securities Litigation Reform Act giving the Company's expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may,"or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. In addition to factors previously disclosed in our SEC reports and those identified elsewhere in this presentation, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of M&T products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. |
| M&T - A Name known in Buffalo since 1856 One of the 20 Largest U.S. Banks $13.2 Billion Market Cap $57.1 Billion in assets +670 branches in 7 States and the District of Columbia Serving customers in 2 million households and +150,000 businesses +13,300 employees +1,500 ATM's |
| Recent Financial Results |
| M&T Bank Corporation - Earnings Per Share Summary (1) Excludes merger-related costs and amortization expense associated with intangible assets. *Intangible Amortization net of tax: Dec. 2005 YTD =$35MM, Dec. 2006 YTD = $38MM Merger-related costs net of tax: Dec. 2006 YTD = $3MM ($ in millions) |
| M&T Bank Corporation - Key Ratios (1) Excludes amortization related to intangible assets and merger-related expenses. |
| M&T Bank Corporation - Average Loans ($ in billions) |
| M&T Bank Corporation - Operating Expense Summary ($ in millions) (1) Excludes intangible amortization and merger-related expenses. |
| Tangible Efficiency Ratio Note 1: Ratio excludes amortization expense associated with intangible assets, merger-related expenses, and G/L on investment securities. Note 2: Top 50 banks based on asset size as of December 31, 2006. Source: SNL Financial |
| Historical Credit Cycle - Annual Trend, 1991-2006 Source: SNL Financial Note: Top 50 banks based on asset size as of December 31, 2006. |
| Total Revenue & Net Operating Income by Region ($ in millions) Includes Buffalo, Rochester, Southern, Syracuse, Albany/HVD North Includes NYC, Philadelphia, Tarrytown Includes PA less Philadelphia Includes Baltimore, Washington DC, Chesapeake Excludes intangible amortization and merger-related expenses |
| Average Loan & Non-Wholesale Deposit Growth by Region ($ in millions) Includes Buffalo, Rochester, Southern, Syracuse, Albany/HVD North Includes NYC, Philadelphia, Tarrytown Includes PA less Philadelphia Includes Baltimore, Washington DC, Chesapeake (5) Non-Wholesale Deposits exclude Foreign Deposits, Institutional CD's, Broker CD's and Broker Money Market. |
| 6 new locations / 59 new ATM sites in 2006 8% increase in "customer facing" employees 1 branch and 18 ATMs at Baltimore-Washington airport in late 2006 and 2007 Additional branch openings / relocations in 2007 Progress in Mid-Atlantic Markets |
| Investments |
| Buffalo / Rochester retail branches Mid-Atlantic insurance agency (Hess, Egan) Bayview Lending Group Opportunistic Investments |
| Recently purchased minority interest in Bayview Lending Group LLP (BLG) Small balance commercial lending origination and securitization Passive investment for M&T Investment in BLG |
| Financed with existing cash Use of equity method of accounting GAAP and Net Operating EPS impact: Accretive over first twelve months Dilutive over first 6 months Investment in BLG |
| 13th consecutive year of double digit growth 33% dividend increase; 18% CAGR since 1983 Efficiency a core competency Continued progress in Mid-Atlantic markets Opportunistic investments in core franchise 2006 Summary |
| Historical Performance |
| Return of Capital to Shareholders Cumulative Capital Retained, Dividends and Share Repurchases 1983 - 2006 $2.6 Billion $2.0 Billion $1.1 Billion Share Repurchases Dividends Capital Retained 2735.76 1223.996 2104.875 $2.7 Billion $2.1 Billion $1.2 Billion |
| What Makes M&T Unique?* Management's Interest aligned with Shareholders' Interests Over 50% Ownership between AIB, M&T Insiders and Warren Buffett AIB Berkshire Hathaway- Warren Buffett Other Shareholders M&T Management, Directors and Employees * As of 2/28/06. Includes options & deferred bonus shares. * As of 2/28/06. Includes options & deferred bonus shares. |
| 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2.11 2.53 2.5 3.13 3.24 3.58 4.78 4.95 6 6.73 7.37 0.078 0.088 0.56 0.56 0.87 1.05 0.34 0.75 0.38 0.3 0.36 * Net operating EPS excludes amortization of intangible assets and merger-related costs. Note: GAAP and net operating EPS in 1998-2002 have been restated for expensing stock options. M&T Diluted EPS 1996 - 2006, GAAP & Net Operating* 1996 - 2006 EPS CAGR GAAP 13.3% Net Operating* 13.4% $3.69 $4.11 $4.63 $5.12 $5.70 $6.38 $3.06 $2.61 $2.19 $7.03 GAAP EPS Net Operating EPS $7.73 |
| 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Diluted Net Operating Earnings 0.09 0.3 0.41 0.48 0.73 0.6 0.57 0.8 0.93 1.31 1.35 1.58 1.88 2.19 2.61 3.06 3.69 4.11 4.63 5.12 5.7 6.38 7.03 7.73 Dividends 0.05 0.053 0.063 0.07 0.08 0.095 0.11 0.125 0.14 0.16 0.19 0.22 0.25 0.28 0.32 0.38 0.45 0.625 1 1.05 1.2 1.6 1.75 2.25 M&T Per Share Data 1983-2006 +21% CAGR Note: Data prior to 1998 does not include provisions of SFAS No. 123 and No.148 stock option expensing. CAGRs calculated using 1983 as base year. +18% CAGR $7.73 |
| 24.4% Annual rate of return since 1980* 14th best return of the entire universe of over a thousand U.S. based stocks that have traded publicly since 1980 $2,725 invested in M&T in 1980 would be worth $1 million today M&T Bank Corporation... a solid investment *CAGR calculated assuming reinvestment of dividends through December 31, 2006. Source: IDC & Factset |
| Keefe, Bruyette & Woods Regional Banking Conference February 28, 2007 |
| Appendix |
| Reconciliation of GAAP and Non-GAAP Results of Operation |
| Reconciliation of GAAP and Non-GAAP Results of Operation |