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): September 11, 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 September 11, 2007, representatives of M&T Bank Corporation (“M&T”) will deliver a
presentation to investors and analysts at the Lehman Brothers Financial Services Conference in New
York City. M&T’s presentation is scheduled to begin at 3:00 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 |
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| Date: September 11, 2007 | By: | /s/ René F. Jones | ||
| René F. Jones | ||||
| Executive Vice President and Chief Financial Officer |
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- 2 -
EXHIBIT INDEX
| Exhibit No. | ||
99
|
M&T Bank Corporation Presentation. Filed herewith. |
- 3 -
Exhibit 99
| Lehman Brothers Financial Services Conference September 11, 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 Bank Corporation Company Background & Recent Results Loan and Investment Portfolios / Credit Recent Events Shareholder Focus |
| M&T - A Name known in Buffalo since 1856 One of the 20 Largest U.S. Banks $11.3 Billion Market Cap $57.9 Billion in assets +660 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 |
| Earnings Summary (1) Excludes merger-related expenses and amortization expense associated with intangible assets. Intangible Amortization net of tax: 2Q2006 = $6.9MM, 1Q2007 = $11.2MM, 2Q2007 = $10.0MM. Merger-related expenses: 2Q2006 = $2.3MM. ($ in millions, except EPS) |
| Second Quarter 2007 highlights Linked quarter NIM increase from 3.64% to 3.67% Strong fee income growth $4MM linked quarter decrease in operating expenses Linked quarter increase in NPL's, $34MM residential A&D loan Linked quarter increase in NCO's to 20bps |
| Net Interest Margin Source: SNL Financial Note: Top 50 banks based on asset size as of June 30, 2007. Have widened NIM advantage over peers 3.70 3.64 |
| M&T Bank Corporation Company Background & Recent Results Loan and Investment Portfolios / Credit Recent Events Shareholder Focus |
| M&T Bank Corporation - Average Loans ($ in billions) * annualized |
| "Headline" Commercial Portfolios Auto floor plan Significant source of new NPLs since 1Q06 Credit losses have been very manageable Out-of-trust positions appear to be abating Residential builder / developer loans About $1.8 billion outstanding Vast majority within banking footprint Completed reviews of residential construction portfolio in Sept 2006 and May 2007 Concern is appraisal values, not delinquencies |
| Consumer Credit -Underwriting data Weighted Average Weighted Average FICO Score Loan to Value (LTV) HELOC 743 68% Second Mortgages 739 66% Indirect Auto 723 111% Alt-A Mortgages - In portfolio 705 74% Other HFI Mortgages 720 71% |
| Source: SNL Interactive Historical Credit Cycle - Annual Trend, 1991-Q2 2007 |
| Securities Portfolio as of June 30, 2007 Securities portfolio totaled $7 billion at June 30 Equals 12% of total assets vs top-50 bank median of 17% Effective duration just under 2.0 years Unrealized losses about $75 million - pretax Approximately 88% mortgage related securities Very high credit quality |
| AAA Rated 48.3% A to BBB 1.9% CDO: AA Rated 0.5% All Other 6.3% US Treasury & Agency Securities 12.1% Municipal Bonds 1.6% Agency MBS/CMO 25.4% CDO: AAA Rated 1.2% AA Rated 2.6% Investment Securities - Credit Rating Distribution MBS/CMO Non-Agency 52.8% |
| M&T Bank Corporation Company Background & Recent Results Loan and Investment Portfolios / Credit Recent Events Shareholder Focus |
| Recent Events 3Q07 dividend increase increased 17% from prior amount $0.70 per qtr / $2.80 annualized Partners Trust acquisition Bayview Lending Group |
| Partners Trust - Transaction Highlights Transaction: Merger of Partners Trust into M&T Price: $12.50 per PRTR share Exchange Ratio: Floating, based on 5 day average of M&T closing price immediately prior to consummation Aggregate Value: $555 million Stock / Cash Mix: 50% / 50% Tax treatment: Tax-free reorganization |
| $872 million in investment securities $2.3 billion loans $636 million consumer, including home equity loans $320 million commercial real estate $171 million commercial & industrial $1,174 million residential mortgages $2.3 billion deposits $214 million DDA $1,004 million Savings, NOW & MMDA $1,043 million in time deposits Partners Trust Highlights As of 06/30/2007 |
| Strengthens M&T's Market Position in Upstate NY Partners Trust branches M&T Bank Corporation branches Syracuse Utica-Rome Binghamton |
| Strengthens M&T's Market Position in Upstate NY 155,000 households 15 branches in Utica-Rome MSA (proforma #1 position) 10 branches in Binghamton MSA (proforma #1 position) 8 branches in Syracuse MSA (proforma #1 position) 33 branches and 46 ATMs M&T has 48 branches in these markets with $2.4 billion in deposits 16 M&T branches within 1 mile of a Partners Trust branch Source: SNL Financial and company filings. 1. Data as of or for the quarter ended June 30, 2007. |
| Accretive to 2008 Net Operating Earnings Accretive to 2009 GAAP Earnings Low risk transaction; achievable cost savings IRR comfortably exceeds acquisition hurdle rate Financial Highlights |
| Bayview Lending Group Update |
| Acquired minority interest in Bayview Lending Group (BLG) in 1Q07 BLG originates and securitizes small balance commercial mortgages in US, UK and Canada Bayview Financial contributed operating entities into JV, but minimal amount of loans BLG Update |
| Bayview Financial founded by management in 1993 Own 80% of BLG partnership Privately held financial services firm based in Miami $11 billion in managed assets; over 1,700 employees Bayview Management |
| M&T - Bayview relationship goes back over 10 years Owner-operators Like M&T, focused on economics and cash returns Bayview Management |
| BLG has elements of both startup and going concern Day 1 - minimal loan portfolio, ie revenue base SG&A expense from pre-existing operating entities While still in startup mode, revenue will be volatile BLG Update |
| M&T Bank Corporation Company Background & Recent Results Loan and Investment Portfolios / Credit Recent Events Shareholder Focus |
| Consistent and Conservative Operating Philosophy Conservative credit culture Centralized underwriting Constant presence in markets Long history of returning excess capital to shareholders Owner-operators Focus on operating fundamentals Operating efficiency Cash return to shareholders Disciplined acquisition approach |
| Return of Capital to Shareholders Cumulative Capital Retained, Dividends and Share Repurchases 1983 - Q2 2007 $2.6 Billion $2.0 Billion $1.1 Billion Share Repurchases Dividends Capital Retained 3160.8 1354.2 1961 =sum( $3.2 Billion $2.0 Billion $1.4 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 2/28/07. Includes options & deferred bonus shares. 48.1% 21.4% 6.1% 24.4% |
| 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 0.29 0.39 0.46 0.48 0.6 0.57 0.79 0.92 1.3 1.34 1.57 1.8 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 |
| Lehman Brothers Financial Services Conference September 11, 2007 |
| Appendix |
| Reconciliation of GAAP and Non-GAAP Results of Operation |
| Reconciliation of GAAP and Non-GAAP Results of Operation |