UNITED STATES
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

Date of Report (Date of earliest event reported):		April 17, 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 2.02.   Results of Operations and Financial Condition.

On April 17, 2007, M&T Bank Corporation announced its results of operations for the fiscal quarter ended March 31, 2007. The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99 hereto.

The information in this Form 8-K, including Exhibit 99 attached hereto, is being furnished under Item 2.02 and 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 Bank Corporation 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		News Release dated April 17, 2007.

 

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.

EXHIBIT INDEX

Exhibit No.
99		News Release dated April 17, 2007. Filed herewith.

INVESTOR CONTACT:		Donald J. MacLeod		FOR IMMEDIATE RELEASE:
		(716) 842-5138		April 17, 2007
MEDIA CONTACT:		C. Michael Zabel
		(716) 842-5385

M&T BANK CORPORATION ANNOUNCES FIRST QUARTER RESULTS

     BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”)(NYSE: MTB) today reported its results of operations for the quarter ended March 31, 2007.

     GAAP Results of Operations. Diluted earnings per share measured in accordance with generally accepted accounting principles (“GAAP”) for the first quarter of 2007 were $1.57, compared with $1.77 in the year-earlier quarter. GAAP-basis net income in the recent quarter totaled $176 million, down 13% from $203 million in the similar 2006 period. GAAP-basis net income for 2007’s initial quarter expressed as an annualized rate of return on average assets and average common stockholders’ equity was 1.25% and 11.38%, respectively, compared with 1.49% and 13.97%, respectively, in the first quarter of 2006.

     Supplemental Reporting of Non-GAAP Results of Operations. Since 1998, M&T has consistently provided supplemental reporting of its results on a “net operating” or “tangible” basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and expenses associated with merging acquired operations into M&T, since such expenses are considered by management to be “nonoperating” in nature. Although “net operating income” as defined by M&T is not a GAAP measure, M&T’s management believes that this information helps

2-2-2-2-2
M&T BANK CORPORATION

investors understand the effect of acquisition activity in reported results. Amortization of core deposit and other intangible assets, after tax effect, was $11 million ($.10 per diluted share) in the recently completed quarter, compared with $8 million ($.07 per diluted share) in the first quarter of 2006. There were no merger-related expenses in either of the first quarters of 2007 or 2006.

     Diluted net operating earnings per share, which exclude the impact of amortization of core deposit and other intangible assets, were $1.67 for the first quarter of 2007, 9% below $1.84 in the corresponding quarter of 2006. Net operating income for the quarter ended March 31, 2007 was $187 million, compared with $211 million in the year-earlier quarter. Expressed as an annualized rate of return on average tangible assets and average tangible stockholders’ equity, net operating income was 1.40% and 24.11%, respectively, in the initial quarter of 2007, compared with 1.64% and 29.31% in the first quarter of 2006.

-more-

3-3-3-3-3
M&T BANK CORPORATION

     Reconciliation of GAAP and Non-GAAP Results of Operations. A reconciliation of diluted earnings per share and net income with diluted net operating earnings per share and net operating income follows:

		Three months ended
		March 31
		2007				2006
		(in thousands,
		except per share)
Diluted earnings per share		$	1.57				1.77
Amortization of core deposit and other intangible assets (1)			.10				.07
Diluted net operating earnings per share		$	1.67				1.84
Net income		$	175,973				202,917
Amortization of core deposit and other intangible assets (1)			11,189				7,939
Net operating income		$	187,162				210,856

-more-

4-4-4-4-4
M&T BANK CORPORATION

     Reconciliation of Total Assets and Equity to Tangible Assets and Equity. A reconciliation of average assets and equity with average tangible assets and average tangible equity follows:

		Three months ended
		March 31
		2007				2006
		(in millions)
Average assets		$	57,207				55,106
Goodwill			(2,909	)			(2,907	)
Core deposit and other intangible assets			(241	)			(112	)
Deferred taxes			28				43
Average tangible assets		$	54,085				52,130
Average equity		$	6,270				5,893
Goodwill			(2,909	)			(2,907	)
Core deposit and other intangible assets			(241	)			(112	)
Deferred taxes			28				43
Average tangible equity		$	3,148				2,917

     Taxable-equivalent Net Interest Income. Taxable-equivalent net interest income totaled $456 million in the first quarter of 2007, compared with $452 million in the first quarter of 2006. Higher average loan balances outstanding, which rose 6% to $43.1 billion in 2007’s initial quarter from $40.5 billion in the year-earlier period, were the most significant contributor to the increase. Partially offsetting the favorable impact of loan growth was a lower net interest margin, or taxable-equivalent net interest income expressed as an annualized percentage of average earning assets, which declined to 3.64% in the recent quarter from 3.73% in the first quarter of 2006. That decline reflects lower fees from customer prepayments of commercial real estate loans and higher rates paid on deposits.

-more-

5-5-5-5-5
M&T BANK CORPORATION

     Provision for Credit Losses/Asset Quality. The provision for credit losses was increased to $27 million in the initial 2007 quarter from $18 million in the first quarter of 2006. Net charge-offs of loans during the recent quarter and the year-earlier quarter were $17 million. Expressed as an annualized percentage of average loans outstanding, net charge-offs were .16% and .17% in the first quarter of 2007 and 2006, respectively.

     Loans classified as nonperforming totaled $273 million, or .63% of total loans at March 31, 2007, up from $143 million or .35% a year earlier and $224 million or .52% at December 31, 2006. The increase from a year ago was due in part to the addition of $40 million of loans to automobile dealers. Lower domestic automobile sales have resulted in a difficult operating environment for certain automobile dealers, leading to deteriorating financial results. Also contributing to the year-over-year increase in nonperforming loans was the addition during 2007’s first quarter of two commercial relationships totaling $40 million, which also represented the majority of the rise in that category from the end of 2006. Loans past due 90 days or more and accruing interest were $118 million at the end of the recently completed quarter, compared with $109 million at March 31, 2006. Included in these past due but accruing amounts were loans guaranteed by government-related entities of $71 million and $86 million at March 31, 2007 and 2006, respectively. Assets taken in foreclosure of defaulted loans were $15 million at March 31, 2007, compared with $10 million a year earlier.

-more-

6-6-6-6-6
M&T BANK CORPORATION

     Allowance for Credit Losses. The allowance for credit losses totaled $660 million, or 1.52% of total loans, at March 31, 2007, compared with $639 million, or 1.56%, a year earlier and $650 million, or 1.51%, at December 31, 2006. The decline in the allowance as a percentage of loans from March 31, 2006 to the two most recent quarter-ends reflects a change in portfolio mix resulting from higher balances of residential real estate loans and lower balances of consumer loans. In general, M&T experiences significantly lower charge-offs on residential real estate loans than on consumer loans. The ratio of M&T’s allowance for credit losses to nonperforming loans was 241%, 448% and 290% at March 31, 2007, March 31, 2006 and December 31, 2006, respectively.

     Noninterest Income and Expense. Noninterest income in the initial quarter of 2007 totaled $236 million, compared with $253 million in the year-earlier quarter. The decline was due to a $21 million decrease in mortgage banking revenues and lower income from commercial leasing and educational lending, partially offset by higher deposit account service charges and trust income. As discussed in a news release issued by M&T on March 30, 2007, the lower mortgage banking revenues were predominantly the result of market conditions that affected the valuation of alternative (“Alt-A”) residential mortgage loans that had been held for sale by M&T. As stated in the March news release, unfavorable market conditions and lack of market liquidity resulted in M&T deciding to transfer $883 million of Alt-A loans previously held for sale ($808 million of first mortgage loans and $75 million of second mortgage loans) to its held-for-investment residential mortgage loan portfolio. As a result, the carrying value of those loans was reduced by $12 million in the recent quarter, resulting in an after-tax reduction of net income of $7 million, or $.07 per diluted share. In addition, M&T accrued $6 million to provide for declines in market value of

-more-

7-7-7-7-7
M&T BANK CORPORATION

previously sold loans that M&T may be required to repurchase. That accrual reduced M&T’s net income in the recent quarter by $4 million, or $.03 per diluted share.

     Noninterest expense in the first quarter of 2007 totaled $399 million, compared with $382 million in the similar quarter of 2006. Included in such amounts are expenses considered to be nonoperating in nature consisting of amortization of core deposit and other intangible assets of $18 million in 2007 and $13 million in 2006. The increased amortization reflects M&T’s acquisition of 21 branch offices in upstate New York on June 30, 2006. Exclusive of these nonoperating expenses, noninterest operating expenses were $381 million in the recently completed quarter and $369 million in the first quarter of 2006. Contributing to the rise in operating expenses in 2007 were higher salaries expenses, reflecting the impact of 2006 acquisitions, primarily the branch office acquisition noted above, annual merit increases, and stock-based and other incentive compensation costs. Also contributing to the increased level of operating expenses was a lower reversal of the valuation allowance for impairment of capitalized residential mortgage servicing rights of $1 million in the recent quarter, compared with $7 million in the year-earlier quarter. Excluding the impact of those reversals, operating expenses in 2007’s first quarter were up only 1.6% from the year-earlier period.

     The efficiency ratio, or noninterest operating expenses divided by the sum of taxable-equivalent net interest income and noninterest income (exclusive of gains and losses from bank investment securities), measures the relationship of operating expenses to revenues. M&T’s efficiency ratio was 55.1% in the first quarter of 2007, compared with 52.4% in the year-earlier period.

-more-

8-8-8-8-8
M&T BANK CORPORATION

     Balance Sheet. M&T had total assets of $57.8 billion at March 31, 2007, up from $55.4 billion a year earlier. Loans and leases, net of unearned discount, rose 6% to $43.5 billion at the recent quarter-end from $40.9 billion at March 31, 2006. Deposits were $38.9 billion at March 31, 2007, compared with $38.2 billion a year earlier. Total stockholders’ equity was $6.3 billion and $5.9 billion at March 31, 2007 and 2006, respectively, representing 10.81% of total assets at the recent quarter-end and 10.68% a year earlier. Common stockholders’ equity per share was $57.32 and $53.11 at March 31, 2007 and 2006, respectively. Tangible equity per common share was $28.77 at March 31, 2007, compared with $26.41 a year earlier. In the calculation of tangible equity per common share, stockholders’ equity is reduced by the carrying values of goodwill and core deposit and other intangible assets, net of applicable deferred tax balances, which aggregated $3.1 billion and $3.0 billion at March 31, 2007 and 2006, respectively.

     During the first quarter of 2007, M&T repurchased, 1,736,800 shares of common stock under authorized repurchase plans at an average cost of $119.69 per share, including a new plan authorized by M&T’s Board of Directors allowing for the purchase of up to 5,000,000 shares of common stock. Under that new plan, M&T repurchased 40,500 shares in the recent quarter at an average cost per share of $116.52.

     Conference Call. Investors will have an opportunity to listen to M&T’s conference call to discuss first quarter financial results today at 3:00 p.m. Eastern Time. Those wishing to participate in the call may dial 877-780-2276. International participants, using any applicable international calling codes, may dial 973-582-2700. Callers should reference M&T Bank

-more-

9-9-9-9-9
M&T BANK CORPORATION

Corporation or conference ID #8628825. The conference call will be webcast live on M&T’s website at http://ir.mandtbank.com/conference.cfm. A replay of the call will be available until Wednesday, April 18, 2007 by calling 877-519-4471, or 973-341-3080 for international participants, and by making reference to ID #8628825. The event will also be archived and available by 7:00 p.m. today on M&T’s website at http://ir.mandtbank.com/conference.cfm.

     M&T is a bank holding company whose banking subsidiaries, M&T Bank and M&T Bank, National Association, operate branch offices in New York, Pennsylvania, Maryland, Virginia, West Virginia, Delaware, New Jersey and the District of Columbia.

     Forward-Looking Statements. This news release contains forward-looking statements that are based on current expectations, estimates and projections about M&T’s business, management’s beliefs and assumptions made by management. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

     Future Factors include changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, credit losses and market values on loans and other assets; sources of liquidity; common shares outstanding; common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; legislation affecting the

     -more-

10-10-10-10-10
M&T BANK CORPORATION

financial services industry as a whole, and M&T and its subsidiaries individually or collectively, including tax legislation; regulatory supervision and oversight, including monetary policy and required capital levels; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; increasing price and product/service competition by competitors, including new entrants; rapid technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; governmental and public policy changes; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; the outcome of pending and future litigation and governmental proceedings; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries’ future businesses; and material differences in the actual financial results of merger and acquisition activities compared with M&T’s initial expectations, including the full realization of anticipated cost savings and revenue enhancements.

     These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which M&T and its subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

-more-

11-11-11-11-11
M&T BANK CORPORATION
Financial Highlights

		Three months ended
		March 31
Amounts in thousands, except per share		2007				2006				Change
Performance
Net income		$	175,973				202,917				-13	%
Per common share:
Basic earnings		$	1.60				1.82				-12	%
Diluted earnings			1.57				1.77				-11
Cash dividends		$	.60				.45				33
Common shares outstanding:
Average — diluted (1)			112,187				114,347				-2	%
Period end (2)			109,090				111,447				-2
Return on (annualized):
Average total assets			1.25	%			1.49	%
Average common stockholders’ equity			11.38	%			13.97	%
Taxable-equivalent net interest income		$	455,550				451,757				1	%
Yield on average earning assets			6.93	%			6.46	%
Cost of interest-bearing liabilities			3.90	%			3.28	%
Net interest spread			3.03	%			3.18	%
Contribution of interest-free funds			.61	%			.55	%
Net interest margin			3.64	%			3.73	%
Net charge-offs to average total net loans (annualized)			.16	%			.17	%
Net operating results (3)
Net operating income		$	187,162				210,856				-11	%
Diluted net operating earnings per common share			1.67				1.84				-9
Return on (annualized):
Average tangible assets			1.40	%			1.64	%
Average tangible common equity			24.11	%			29.31	%
Efficiency ratio			55.09	%			52.36	%

		At March 31
		2007				2006				Change
Loan quality
Nonaccrual loans		$	259,015				127,934				102	%
Renegotiated loans			14,210				14,790				-4
Total nonperforming loans		$	273,225				142,724				91	%
Accruing loans past due 90 days or more		$	118,094				109,287				8	%
Nonperforming loans to total net loans			.63	%			.35	%
Allowance for credit losses to total net loans			1.52	%			1.56	%

-more-

12-12-12-12-12
M&T BANK CORPORATION
Condensed Consolidated Statement of Income

		Three months ended
		March 31
Dollars in thousands		2007				2006				Change
Interest income		$	861,049				777,272				11	%
Interest expense			410,622				330,246				24
Net interest income			450,427				447,026				1
Provision for credit losses			27,000				18,000				50
Net interest income after provision for credit losses			423,427				429,026				-1
Other income
Mortgage banking revenues			13,873				34,511				-60
Service charges on deposit accounts			94,587				88,876				6
Trust income			36,973				33,796				9
Brokerage services income			15,212				14,724				3
Trading account and foreign exchange gains			6,223				6,506				-4
Gain on bank investment securities			1,063				58				—
Other revenues from operations			68,552				74,460				-8
Total other income			236,483				252,931				-7
Other expense
Salaries and employee benefits			236,754				224,082				6
Equipment and net occupancy			42,846				43,402				-1
Printing, postage and supplies			8,906				8,567				4
Amortization of core deposit and other intangible assets			18,356				13,028				41
Other costs of operations			92,175				92,924				-1
Total other expense			399,037				382,003				4
Income before income taxes			260,873				299,954				-13
Applicable income taxes			84,900				97,037				-13
Net income		$	175,973				202,917				-13	%

-more-

13-13-13-13-13
M&T BANK CORPORATION
Condensed Consolidated Balance Sheet

		March 31
Dollars in thousands		2007				2006				Change
ASSETS
Cash and due from banks		$	1,437,859				1,277,809				13	%
Interest-bearing deposits at banks			7,908				14,271				-45
Federal funds sold and agreements to resell securities			429,895				8,670				—
Trading account assets			153,511				201,268				-24
Investment securities			7,027,709				8,294,067				-15
Loans and leases, net of unearned discount			43,507,176				40,858,598				6
Less: allowance for credit losses			659,757				638,831				3
Net loans and leases			42,847,419				40,219,767				7
Goodwill			2,908,849				2,908,849				—
Core deposit and other intangible assets			231,877				110,614				110
Other assets			2,797,444				2,384,547				17
Total assets		$	57,842,471				55,419,862				4	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing deposits at U.S. offices		$	7,614,624				7,697,855				-1	%
Other deposits at U.S. offices			26,561,707				27,306,015				-3
Deposits at foreign office			4,761,575				3,167,515				50
Total deposits			38,937,906				38,171,385				2
Short-term borrowings			4,048,782				4,351,347				-7
Accrued interest and other liabilities			938,290				885,091				6
Long-term borrowings			7,664,309				6,092,570				26
Total liabilities			51,589,287				49,500,393				4
Stockholders’ equity (1)			6,253,184				5,919,469				6
Total liabilities and stockholders’ equity		$	57,842,471				55,419,862				4	%

-more-

14-14-14-14-14
M&T BANK CORPORATION
Condensed Consolidated Average Balance Sheet
and Annualized Taxable-equivalent Rates

		Three months ended
		March 31
		2007								2006								Change in
Dollars in millions		Balance				Rate				Balance				Rate				balance
ASSETS
Interest-bearing deposits at banks		$	8				3.56	%			10				3.03	%			-22	%
Federal funds sold and agreements to resell securities			304				6.40				31				4.88				—
Trading account assets			53				.83				98				2.75				-45
Investment securities			7,214				5.04				8,383				4.71				-14
Loans and leases, net of unearned discount
Commercial, financial, etc.			11,753				7.28				11,034				6.65				7
Real estate – commercial			15,474				7.30				14,678				7.09				5
Real estate – consumer			5,939				6.48				4,601				6.18				29
Consumer			9,948				7.43				10,231				6.79				-3
Total loans and leases, net			43,114				7.26				40,544				6.84				6
Total earning assets			50,693				6.93				49,066				6.46				3
Goodwill			2,909								2,907								—
Core deposit and other intangible assets			241								112								116
Other assets			3,364								3,021								11
Total assets		$	57,207								55,106								4	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
NOW accounts		$	437				1.08				409				.65				7	%
Savings deposits			14,733				1.67				14,335				1.23				3
Time deposits			11,657				4.76				11,870				4.03				-2
Deposits at foreign office			3,717				5.20				3,383				4.41				10
Total interest-bearing deposits			30,544				3.27				29,997				2.69				2
Short-term borrowings			4,852				5.31				4,555				4.50				7
Long-term borrowings			7,308				5.59				6,293				5.19				16
Total interest-bearing liabilities			42,704				3.90				40,845				3.28				5
Noninterest-bearing deposits			7,422								7,572								-2
Other liabilities			811								796								2
Total liabilities			50,937								49,213								4
Stockholders’ equity			6,270								5,893								6
Total liabilities and stockholders’ equity		$	57,207								55,106								4	%
Net interest spread							3.03								3.18
Contribution of interest-free funds							.61								.55
Net interest margin							3.64	%							3.73	%

###