SEC Filing | M&T Bank Corporation

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Form 8-K

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): February 12, 2014

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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 February 12, 2014, M&T Bank Corporation (“M&T”) issued a news release updating its financial results for the fourth quarter and year ended December 31, 2013, which was previously reported in a news release issued on January 17, 2014, to reflect an increase in M&T’s litigation reserve.

A copy of the February 12, 2014 news release is attached hereto as Exhibit 99.1. M&T will include final financial statements for the year ended December 31, 2013 as part of its Annual Report on Form 10-K.

The information in this Form 8-K, including Exhibit 99.1 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 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.

(d) Exhibits.


Exhibit No.

99.1		News Release dated February 12, 2014.

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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 12, 2014	By:	/s/ René F. Jones
		René F. Jones
		Executive Vice President
		and Chief Financial Officer

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EXHIBIT INDEX


Exhibit No.

99.1		News Release dated February 12, 2014. Filed herewith.

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EX-99.1

Exhibit 99.1


INVESTOR CONTACT:	Donald J. MacLeod	FOR IMMEDIATE RELEASE:
	(716) 842-5138	February 12, 2014


MEDIA CONTACT:		C. Michael Zabel
		(716) 842-5385

M&T BANK CORPORATION ISSUES

REVISED 2013 RESULTS BASED ON LITIGATION SETTLEMENT

BUFFALO, NEW YORK — M&T Bank Corporation (“M&T”)(NYSE: MTB) today reported that on February 10, 2014 it reached a settlement in the previously disclosed matter of Mennen, et al v. Mennen, Wilmington Trust Company, et al that was scheduled for a trial to commence yesterday in the Delaware Chancery Court. Following that settlement, M&T recognized an increase to its reserve for litigation as of December 31, 2013 of $40 million that reduced net income from that which M&T reported on January 17, 2014 by $24 million. The impact on diluted earnings per common share was $.18 for each of the quarter and the year ended December 31, 2013.

The effect of this increased reserve on M&T’s financial information as of and for the three months and full-year ended December 31, 2013 is included in the accompanying tables.

M&T is a financial holding company headquartered in Buffalo, New York. M&T’s principal banking subsidiary, M&T Bank, operates banking offices in New York, Pennsylvania, Maryland, Virginia, West Virginia, Delaware and the District of Columbia. Trust-related services are provided by M&T’s Wilmington Trust-affiliated companies and by M&T Bank.

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M&T BANK CORPORATION

Impact on Previously Reported Financial Information


	Three months ended						Year ended
	December 31, 2013						December 31, 2013
Dollars in thousands, except per share	Initially Reported			As Revised			Initially Reported		As Revised
Other costs of operations	$	261,422			301,422		$	820,327		860,327
Income before income taxes		367,658			327,658			1,757,549		1,717,549
Applicable income taxes		121,936			106,236			594,769		579,069
Net income		245,722			221,422			1,162,780		1,138,480
Net income available to common shareholders		227,449			203,451			1,086,481		1,062,496
Diluted earnings per common share		1.74			1.56			8.38		8.20

	At December 31, 2013
	Initially Reported			As Revised
Other assets	$	5,900,032			5,915,732
Accrued interest and other liabilities		1,328,922			1,368,922
Total shareholders’ equity		11,329,832			11,305,532
Tangible common equity to tangible assets ratio		8.42	%		8.39	%
Estimated Tier 1 common ratio		9.25	%		9.22	%
Estimated Common Equity Tier 1 ratio (Basel III)		9.01	%		8.98	%

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3-3-3-3-3

M&T BANK CORPORATION

Financial Highlights


Amounts in thousands,	Three months ended December 31									Year ended December 31
except per share	2013			2012			Change			2013			2012			Change
Performance

Net income	$	221,422			296,193			-25	%	$	1,138,480			1,029,498			11	%
Net income available to common shareholders		203,451			276,605			-26	%		1,062,496			953,429			11	%

Per common share:
Basic earnings	$	1.57			2.18			-28	%	$	8.26			7.57			9	%
Diluted earnings		1.56			2.16			-28	%		8.20			7.54			9	%
Cash dividends	$	.70			.70			—		$	2.80			2.80			—

Common shares outstanding:
Average - diluted (1)		130,464			127,800			2	%		129,603			126,405			3	%
Period end (2)		130,564			128,234			2	%		130,564			128,234			2	%

Return on (annualized):
Average total assets		1.03	%		1.45	%					1.36	%		1.29	%
Average common shareholders’ equity		7.99	%		12.10	%					10.93	%		10.96	%

Taxable-equivalent net interest income	$	672,683			673,929			—		$	2,698,200			2,624,907			3	%

Yield on average earning assets		3.92	%		4.17	%					4.03	%		4.22	%
Cost of interest-bearing liabilities		.56	%		.67	%					.60	%		.74	%
Net interest spread		3.36	%		3.50	%					3.43	%		3.48	%
Contribution of interest-free funds		.20	%		.24	%					.22	%		.25	%
Net interest margin		3.56	%		3.74	%					3.65	%		3.73	%
Net charge-offs to average total net loans (annualized)		.26	%		.27	%					.28	%		.30	%

Net operating results (3)

Net operating income	$	227,797			304,657			-25	%	$	1,174,635			1,072,510			10	%
Diluted net operating earnings per common share		1.61			2.23			-28	%		8.48			7.88			8	%
Return on (annualized):
Average tangible assets		1.11	%		1.56	%					1.47	%		1.40	%
Average tangible common equity		12.67	%		20.46	%					17.79	%		19.42	%
Efficiency ratio		65.48	%		53.63	%					57.05	%		56.19	%

(1)	Includes common stock equivalents.

(2)	Includes common stock issuable under deferred compensation plans.

(3)

Excludes amortization and balances related to goodwill and core deposit and other intangible assets and merger-related gains and expenses which, except in the calculation of the efficiency ratio, are net of applicable income tax effects. Reconciliations of net income with net operating income appear on page 6.

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M&T BANK CORPORATION

Condensed Consolidated Statement of Income


	Three months ended December 31									Year ended December 31
Dollars in thousands	2013			2012			Change			2013			2012			Change
Interest income	$	734,466			745,353			-1	%	$	2,957,334			2,941,685			1	%
Interest expense		67,982			77,931			-13			284,105			343,169			-17

Net interest income		666,484			667,422			—			2,673,229			2,598,516			3

Provision for credit losses		42,000			49,000			-14			185,000			204,000			-9

Net interest income after provision for credit losses		624,484			618,422			1			2,488,229			2,394,516			4

Other income
Mortgage banking revenues		82,169			116,546			-29			331,265			349,064			-5
Service charges on deposit accounts		110,436			112,364			-2			446,941			446,698			—
Trust income		125,876			116,915			8			496,008			471,852			5
Brokerage services income		15,807			14,872			6			65,647			59,059			11
Trading account and foreign exchange gains		13,690			10,356			32			40,828			35,634			15
Gain on bank investment securities		—			—			—			56,457			9			—
Other-than-temporary impairment losses recognized in earnings		—			(14,491	)		—			(9,800	)		(47,822	)		—
Equity in earnings of Bayview Lending Group LLC		(6,136	)		(4,941	)		—			(16,126	)		(21,511	)		—
Other revenues from operations		104,404			101,543			3			453,985			374,287			21

Total other income		446,246			453,164			-2			1,865,205			1,667,270			12

Other expense
Salaries and employee benefits		336,159			323,010			4			1,355,178			1,314,540			3
Equipment and net occupancy		68,670			62,884			9			264,327			257,551			3
Printing, postage and supplies		8,808			10,417			-15			39,557			41,929			-6
Amortization of core deposit and other intangible assets		10,439			13,865			-25			46,912			60,631			-23
FDIC assessments		17,574			23,398			-25			69,584			101,110			-31
Other costs of operations		301,422			192,572			57			860,327			733,499			17

Total other expense		743,072			626,146			19			2,635,885			2,509,260			5

Income before income taxes		327,658			445,440			-26			1,717,549			1,552,526			11

Applicable income taxes		106,236			149,247			-29			579,069			523,028			11

Net income	$	221,422			296,193			-25	%	$	1,138,480			1,029,498			11	%

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5-5-5-5-5

M&T BANK CORPORATION

Condensed Consolidated Balance Sheet


	December 31
Dollars in thousands	2013		2012		Change

ASSETS

Cash and due from banks	$	1,573,361		1,983,615		-21	%

Interest-bearing deposits at banks		1,651,138		129,945		—

Federal funds sold and agreements to resell securities		99,573		3,000		—

Trading account assets		376,131		488,966		-23

Investment securities		8,796,497		6,074,361		45

Loans and leases:

Commercial, financial, etc		18,705,216		17,776,953		5
Real estate - commercial		26,148,208		25,993,790		1
Real estate - consumer		8,928,221		11,240,837		-21
Consumer		10,291,514		11,559,377		-11

Total loans and leases, net of unearned discount		64,073,159		66,570,957		-4
Less: allowance for credit losses		916,676		925,860		-1


Net loans and leases		63,156,483		65,645,097		-4

Goodwill		3,524,625		3,524,625		—

Core deposit and other intangible assets		68,851		115,763		-41

Other assets		5,915,732		5,043,431		17


Total assets	$	85,162,391		83,008,803		3	%


LIABILITIES AND SHAREHOLDERS’ EQUITY

Noninterest-bearing deposits	$	24,661,007		24,240,802		2	%

Interest-bearing deposits		42,134,859		40,325,932		4

Deposits at Cayman Islands office		322,746		1,044,519		-69


Total deposits		67,118,612		65,611,253		2

Short-term borrowings		260,455		1,074,482		-76

Accrued interest and other liabilities		1,368,922		1,512,717		-10

Long-term borrowings		5,108,870		4,607,758		11


Total liabilities		73,856,859		72,806,210		1

Shareholders’ equity:

Preferred		881,500		872,500		1
Common (1)		10,424,032		9,330,093		12


Total shareholders’ equity		11,305,532		10,202,593		11


Total liabilities and shareholders’ equity	$	85,162,391		83,008,803		3	%

(1)	Reflects accumulated other comprehensive loss, net of applicable income tax effect, of $64.2 million at December 31, 2013 and $240.3 million at December 31, 2012.

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6-6-6-6-6

M&T BANK CORPORATION

Reconciliation of GAAP to Non-GAAP Measures


	Three months ended December 31						Year ended December 31
	2013			2012			2013			2012
Income statement data
In thousands, except per share
*Net income*
Net income	$	221,422			296,193		$	1,138,480			1,029,498
Amortization of core deposit and other intangible assets (1)		6,375			8,464			28,644			37,011
Merger-related expenses (1)		—			—			7,511			6,001

Net operating income	$	227,797			304,657		$	1,174,635			1,072,510

*Earnings per common share*
Diluted earnings per common share	$	1.56			2.16		$	8.20			7.54
Amortization of core deposit and other intangible assets (1)		.05			.07			.22			.29
Merger-related expenses (1)		—			—			.06			.05

Diluted net operating earnings per common share	$	1.61			2.23		$	8.48			7.88

*Other expense*
Other expense	$	743,072			626,146		$	2,635,885			2,509,260
Amortization of core deposit and other intangible assets		(10,439	)		(13,865	)		(46,912	)		(60,631	)
Merger-related expenses		—			—			(12,364	)		(9,879	)

Noninterest operating expense	$	732,633			612,281		$	2,576,609			2,438,750

*Merger-related expenses*
Salaries and employee benefits	$	—			—		$	836			4,997
Equipment and net occupancy		—			—			690			15
Printing, postage and supplies		—			—			1,825			—
Other costs of operations		—			—			9,013			4,867

Total	$	—			—		$	12,364			9,879

*Efficiency ratio*
Noninterest operating expense (numerator)	$	732,633			612,281		$	2,576,609			2,438,750

Taxable-equivalent net interest income		672,683			673,929			2,698,200			2,624,907
Other income		446,246			453,164			1,865,205			1,667,270
Less: Gain on bank investment securities		—			—			56,457			9
Net OTTI losses recognized in earnings		—			(14,491	)		(9,800	)		(47,822	)

Denominator	$	1,118,929			1,141,584		$	4,516,748			4,339,990

Efficiency ratio		65.48	%		53.63	%		57.05	%		56.19	%


Balance sheet data
In millions
At end of quarter
*Total assets*
Total assets	$	85,162			83,009
Goodwill		(3,525	)		(3,525	)
Core deposit and other intangible assets		(69	)		(116	)
Deferred taxes		21			34

Total tangible assets	$	81,589			79,402

*Total common equity*
Total equity	$	11,306			10,203
Preferred stock		(882	)		(873	)
Undeclared dividends - cumulative preferred stock		(3	)		(3	)

Common equity, net of undeclared cumulative preferred dividends		10,421			9,327
Goodwill		(3,525	)		(3,525	)
Core deposit and other intangible assets		(69	)		(116	)
Deferred taxes		21			34

Total tangible common equity	$	6,848			5,720

(1)	After any related tax effect.

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