UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2016
or
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-9861
M&T BANK CORPORATION
(Exact name of registrant as specified in its charter)
|
New York |
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16-0968385 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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One M & T Plaza Buffalo, New York |
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14203 |
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(Address of principal executive offices) |
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(Zip Code) |
(716) 635-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☒ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
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☐ |
(Do not check if a smaller reporting company) |
Smaller reporting company |
☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Number of shares of the registrant's Common Stock, $0.50 par value, outstanding as of the close of business on October 28, 2016: 155,048,618 shares.
FORM 10-Q
For the Quarterly Period Ended September 30, 2016
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Table of Contents of Information Required in Report |
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Page |
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Item 1. |
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CONSOLIDATED BALANCE SHEET - September 30, 2016 and December 31, 2015 |
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3 |
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CONSOLIDATED STATEMENT OF INCOME - Three and nine months ended September 30, 2016 and 2015 |
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4 |
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5 |
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CONSOLIDATED STATEMENT OF CASH FLOWS - Nine months ended September 30, 2016 and 2015 |
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6 |
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7 |
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8 |
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Item 2. |
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Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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48 |
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Item 3. |
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82 |
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Item 4. |
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82 |
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Item 1. |
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82 |
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Item 1A. |
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83 |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
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83 |
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Item 3. |
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83 |
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Item 4. |
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83 |
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Item 5. |
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83 |
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Item 6. |
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84 |
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84 |
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85 |
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- 2 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
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September 30, |
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December 31, |
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Dollars in thousands, except per share |
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2016 |
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2015 |
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Assets |
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Cash and due from banks |
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$ |
1,332,202 |
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1,368,040 |
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Interest-bearing deposits at banks |
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10,777,636 |
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7,594,350 |
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Trading account |
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488,588 |
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273,783 |
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Investment securities (includes pledged securities that can be sold or repledged of $1,856,326 at September 30, 2016; $2,136,712 at December 31, 2015) |
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Available for sale (cost: $11,551,614 at September 30, 2016; $12,138,636 at December 31, 2015) |
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11,862,567 |
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12,242,671 |
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Held to maturity (fair value: $2,456,097 at September 30, 2016; $2,864,147 at December 31, 2015) |
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2,409,950 |
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2,859,709 |
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Other (fair value: $461,057 at September 30, 2016; $554,059 at December 31, 2015) |
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461,057 |
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554,059 |
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Total investment securities |
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14,733,574 |
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15,656,439 |
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Loans and leases |
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89,887,257 |
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87,719,234 |
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Unearned discount |
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(240,765 |
) |
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(229,735 |
) |
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Loans and leases, net of unearned discount |
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89,646,492 |
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87,489,499 |
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Allowance for credit losses |
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(976,121 |
) |
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(955,992 |
) |
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Loans and leases, net |
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88,670,371 |
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86,533,507 |
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Premises and equipment |
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660,381 |
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666,682 |
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Goodwill |
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4,593,112 |
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4,593,112 |
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Core deposit and other intangible assets |
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106,744 |
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140,268 |
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Accrued interest and other assets |
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5,478,420 |
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5,961,703 |
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Total assets |
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$ |
126,841,028 |
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122,787,884 |
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Liabilities |
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Noninterest-bearing deposits |
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$ |
33,127,627 |
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29,110,635 |
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Interest-checking deposits |
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2,554,507 |
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2,939,274 |
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Savings deposits |
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50,510,523 |
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46,627,370 |
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Time deposits |
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11,721,005 |
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13,110,392 |
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Deposits at Cayman Islands office |
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223,183 |
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170,170 |
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Total deposits |
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98,136,845 |
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91,957,841 |
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Federal funds purchased and agreements to repurchase securities |
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213,846 |
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150,546 |
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Other short-term borrowings |
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— |
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1,981,636 |
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Accrued interest and other liabilities |
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1,938,201 |
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1,870,714 |
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Long-term borrowings |
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10,211,160 |
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10,653,858 |
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Total liabilities |
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110,500,052 |
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106,614,595 |
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Shareholders' equity |
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Preferred stock, $1.00 par, 1,000,000 shares authorized; Issued and outstanding: Liquidation preference of $1,000 per share: 731,500 shares at September 30, 2016 and December 31, 2015; Liquidation preference of $10,000 per share: 50,000 shares at September 30, 2016 and December 31, 2015 |
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1,231,500 |
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1,231,500 |
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Common stock, $.50 par, 250,000,000 shares authorized, 159,950,278 shares issued at September 30, 2016; 159,563,512 shares issued at December 31, 2015 |
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79,975 |
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79,782 |
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Common stock issuable, 33,748 shares at September 30, 2016; 36,644 shares at December 31, 2015 |
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2,224 |
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2,364 |
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Additional paid-in capital |
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6,689,812 |
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6,680,768 |
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Retained earnings |
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9,021,965 |
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8,430,502 |
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Accumulated other comprehensive income (loss), net |
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(114,559 |
) |
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(251,627 |
) |
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Treasury stock - common, at cost - 4,997,089 shares at September 30, 2016 |
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(569,941 |
) |
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— |
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Total shareholders’ equity |
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16,340,976 |
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16,173,289 |
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Total liabilities and shareholders’ equity |
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$ |
126,841,028 |
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122,787,884 |
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- 3 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
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Three months ended September 30 |
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Nine months ended September 30 |
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In thousands, except per share |
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2016 |
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2015 |
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2016 |
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2015 |
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Interest income |
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Loans and leases, including fees |
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$ |
871,345 |
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|
672,092 |
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$ |
2,602,208 |
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1,981,904 |
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Investment securities |
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Fully taxable |
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84,893 |
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93,062 |
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274,092 |
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272,163 |
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Exempt from federal taxes |
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623 |
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950 |
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2,081 |
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3,330 |
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Deposits at banks |
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12,354 |
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|
3,852 |
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33,684 |
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10,321 |
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Other |
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|
300 |
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|
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70 |
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|
905 |
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|
|
749 |
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Total interest income |
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|
969,515 |
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|
770,026 |
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2,912,970 |
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2,268,467 |
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Interest expense |
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Interest-checking deposits |
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|
378 |
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|
|
360 |
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|
|
1,192 |
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|
|
1,020 |
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Savings deposits |
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|
23,689 |
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|
10,937 |
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|
59,714 |
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|
|
31,517 |
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Time deposits |
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27,886 |
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|
3,643 |
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|
79,075 |
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|
11,073 |
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Deposits at Cayman Islands office |
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|
204 |
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|
|
151 |
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|
|
578 |
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|
|
448 |
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Short-term borrowings |
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|
169 |
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|
|
32 |
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|
3,474 |
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|
|
102 |
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Long-term borrowings |
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|
58,849 |
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|
62,076 |
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|
174,814 |
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|
188,764 |
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Total interest expense |
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|
111,175 |
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|
|
77,199 |
|
|
|
318,847 |
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|
|
232,924 |
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Net interest income |
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|
858,340 |
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|
|
692,827 |
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|
|
2,594,123 |
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|
|
2,035,543 |
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|
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Provision for credit losses |
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|
47,000 |
|
|
|
44,000 |
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|
|
128,000 |
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|
|
112,000 |
|
|
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Net interest income after provision for credit losses |
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|
811,340 |
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|
|
648,827 |
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|
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2,466,123 |
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|
1,923,543 |
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Other income |
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Mortgage banking revenues |
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|
103,747 |
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|
|
84,035 |
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|
|
275,193 |
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|
|
288,238 |
|
|
|
|
Service charges on deposit accounts |
|
|
107,935 |
|
|
|
107,259 |
|
|
|
314,212 |
|
|
|
314,860 |
|
|
|
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Trust income |
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|
118,654 |
|
|
|
113,744 |
|
|
|
350,181 |
|
|
|
356,076 |
|
|
|
|
Brokerage services income |
|
|
15,914 |
|
|
|
16,902 |
|
|
|
48,190 |
|
|
|
49,224 |
|
|
|
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Trading account and foreign exchange gains |
|
|
12,754 |
|
|
|
8,362 |
|
|
|
33,434 |
|
|
|
20,639 |
|
|
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Gain (loss) on bank investment securities |
|
|
28,480 |
|
|
|
— |
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|
28,748 |
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|
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(108 |
) |
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Other revenues from operations |
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|
103,866 |
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|
109,397 |
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|
|
310,579 |
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|
348,000 |
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Total other income |
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|
491,350 |
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|
|
439,699 |
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|
|
1,360,537 |
|
|
|
1,376,929 |
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Other expense |
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Salaries and employee benefits |
|
|
399,786 |
|
|
|
363,567 |
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|
|
1,230,246 |
|
|
|
1,115,117 |
|
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Equipment and net occupancy |
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|
75,263 |
|
|
|
68,470 |
|
|
|
225,165 |
|
|
|
201,792 |
|
|
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Printing, postage and supplies |
|
|
8,972 |
|
|
|
8,691 |
|
|
|
30,865 |
|
|
|
27,586 |
|
|
|
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Amortization of core deposit and other intangible assets |
|
|
9,787 |
|
|
|
4,090 |
|
|
|
33,524 |
|
|
|
16,848 |
|
|
|
|
FDIC assessments |
|
|
28,459 |
|
|
|
11,090 |
|
|
|
76,054 |
|
|
|
32,551 |
|
|
|
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Other costs of operations |
|
|
230,125 |
|
|
|
197,908 |
|
|
|
682,528 |
|
|
|
642,925 |
|
|
|
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Total other expense |
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|
752,392 |
|
|
|
653,816 |
|
|
|
2,278,382 |
|
|
|
2,036,819 |
|
|
|
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Income before taxes |
|
|
550,298 |
|
|
|
434,710 |
|
|
|
1,548,278 |
|
|
|
1,263,653 |
|
|
|
|
Income taxes |
|
|
200,314 |
|
|
|
154,309 |
|
|
|
563,735 |
|
|
|
454,951 |
|
|
|
|
Net income |
|
$ |
349,984 |
|
|
|
280,401 |
|
|
$ |
984,543 |
|
|
|
808,702 |
|
|
|
|
Net income available to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
$ |
326,992 |
|
|
|
257,337 |
|
|
$ |
915,670 |
|
|
|
739,627 |
|
|
|
|
Diluted |
|
|
326,998 |
|
|
|
257,346 |
|
|
|
915,686 |
|
|
|
739,656 |
|
|
|
|
Net income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.10 |
|
|
|
1.94 |
|
|
$ |
5.82 |
|
|
|
5.59 |
|
|
|
|
Diluted |
|
|
2.10 |
|
|
|
1.93 |
|
|
|
5.80 |
|
|
|
5.56 |
|
|
|
|
Cash dividends per common share |
|
$ |
.70 |
|
|
|
.70 |
|
|
$ |
2.10 |
|
|
|
2.10 |
|
|
|
|
Average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
155,493 |
|
|
|
132,630 |
|
|
|
157,336 |
|
|
|
132,347 |
|
|
|
|
Diluted |
|
|
156,026 |
|
|
|
133,376 |
|
|
|
157,843 |
|
|
|
133,089 |
|
- 4 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
|
|
|
Three months ended September 30 |
|
|
Nine months ended September 30 |
|
||||||||||
|
In thousands |
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
349,984 |
|
|
|
280,401 |
|
|
$ |
984,543 |
|
|
|
808,702 |
|
|
Other comprehensive income (loss), net of tax and reclassification adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on investment securities |
|
|
(17,133 |
) |
|
|
48,332 |
|
|
|
127,331 |
|
|
|
1,053 |
|
|
Cash flow hedges adjustments |
|
|
(23 |
) |
|
|
(24 |
) |
|
|
(70 |
) |
|
|
823 |
|
|
Foreign currency translation adjustment |
|
|
(229 |
) |
|
|
(3 |
) |
|
|
(1,847 |
) |
|
|
(521 |
) |
|
Defined benefit plans liability adjustments |
|
|
3,847 |
|
|
|
5,724 |
|
|
|
11,654 |
|
|
|
16,166 |
|
|
Total other comprehensive income (loss) |
|
|
(13,538 |
) |
|
|
54,029 |
|
|
|
137,068 |
|
|
|
17,521 |
|
|
Total comprehensive income |
|
$ |
336,446 |
|
|
|
334,430 |
|
|
$ |
1,121,611 |
|
|
|
826,223 |
|
- 5 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
|
|
|
|
|
Nine months ended September 30 |
|
|||||
|
In thousands |
|
|
|
2016 |
|
|
2015 |
|
||
|
Cash flows from operating activities |
|
Net income |
|
$ |
984,543 |
|
|
|
808,702 |
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
128,000 |
|
|
|
112,000 |
|
|
|
|
Depreciation and amortization of premises and equipment |
|
|
79,911 |
|
|
|
73,916 |
|
|
|
|
Amortization of capitalized servicing rights |
|
|
37,979 |
|
|
|
36,730 |
|
|
|
|
Amortization of core deposit and other intangible assets |
|
|
33,524 |
|
|
|
16,848 |
|
|
|
|
Provision for deferred income taxes |
|
|
109,274 |
|
|
|
20,141 |
|
|
|
|
Asset write-downs |
|
|
14,276 |
|
|
|
5,775 |
|
|
|
|
Net gain on sales of assets |
|
|
(46,732 |
) |
|
|
(61,969 |
) |
|
|
|
Net change in accrued interest receivable, payable |
|
|
(13,833 |
) |
|
|
(5,484 |
) |
|
|
|
Net change in other accrued income and expense |
|
|
113,809 |
|
|
|
11,200 |
|
|
|
|
Net change in loans originated for sale |
|
|
(285,824 |
) |
|
|
232,974 |
|
|
|
|
Net change in trading account assets and liabilities |
|
|
(82,837 |
) |
|
|
(2,993 |
) |
|
|
|
Net cash provided by operating activities |
|
|
1,072,090 |
|
|
|
1,247,840 |
|
|
Cash flows from investing activities |
|
Proceeds from sales of investment securities |
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
61,947 |
|
|
|
2,579 |
|
|
|
|
Other |
|
|
94,516 |
|
|
|
377 |
|
|
|
|
Proceeds from maturities of investment securities |
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
1,690,665 |
|
|
|
1,343,869 |
|
|
|
|
Held to maturity |
|
|
459,399 |
|
|
|
519,359 |
|
|
|
|
Purchases of investment securities |
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
(1,150,523 |
) |
|
|
(3,320,931 |
) |
|
|
|
Held to maturity |
|
|
(15,806 |
) |
|
|
(22,592 |
) |
|
|
|
Other |
|
|
(1,514 |
) |
|
|
(8,179 |
) |
|
|
|
Net increase in loans and leases |
|
|
(2,021,004 |
) |
|
|
(2,208,660 |
) |
|
|
|
Net (increase) decrease in interest-bearing deposits at banks |
|
|
(3,183,286 |
) |
|
|
1,757,601 |
|
|
|
|
Capital expenditures, net |
|
|
(65,277 |
) |
|
|
(42,744 |
) |
|
|
|
Net decrease in loan servicing advances |
|
|
121,226 |
|
|
|
461,700 |
|
|
|
|
Other, net |
|
|
11,459 |
|
|
|
(75,449 |
) |
|
|
|
Net cash used by investing activities |
|
|
(3,998,198 |
) |
|
|
(1,593,070 |
) |
|
Cash flows from financing activities |
|
Net increase (decrease) in deposits |
|
|
6,195,511 |
|
|
|
(636,144 |
) |
|
|
|
Net decrease in short-term borrowings |
|
|
(1,886,701 |
) |
|
|
(18,893 |
) |
|
|
|
Proceeds from long-term borrowings |
|
|
— |
|
|
|
1,500,000 |
|
|
|
|
Payments on long-term borrowings |
|
|
(427,035 |
) |
|
|
(324,308 |
) |
|
|
|
Purchases of treasury stock |
|
|
(604,000 |
) |
|
|
— |
|
|
|
|
Dividends paid - common |
|
|
(333,042 |
) |
|
|
(281,149 |
) |
|
|
|
Dividends paid - preferred |
|
|
(58,003 |
) |
|
|
(58,003 |
) |
|
|
|
Other, net |
|
|
3,540 |
|
|
|
40,074 |
|
|
|
|
Net cash provided by financing activities |
|
|
2,890,270 |
|
|
|
221,577 |
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(35,838 |
) |
|
|
(123,653 |
) |
|
|
|
Cash and cash equivalents at beginning of period |
|
|
1,368,040 |
|
|
|
1,373,357 |
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
1,332,202 |
|
|
|
1,249,704 |
|
|
Supplemental disclosure of cash flow information |
|
Interest received during the period |
|
$ |
2,923,278 |
|
|
|
2,234,476 |
|
|
|
|
Interest paid during the period |
|
|
387,695 |
|
|
|
234,989 |
|
|
|
|
Income taxes paid during the period |
|
|
138,375 |
|
|
|
373,016 |
|
|
Supplemental schedule of noncash investing and financing activities |
|
Real estate acquired in settlement of loans |
|
$ |
100,106 |
|
|
|
35,018 |
|
|
|
|
Securitization of residential mortgage loans allocated to |
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale investment securities |
|
|
18,685 |
|
|
|
51,481 |
|
|
|
|
Capitalized servicing rights |
|
|
193 |
|
|
|
528 |
|
- 6 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
Additional |
|
|
|
|
|
|
comprehensive |
|
|
|
|
|
|
|
|
|
|||
|
|
|
Preferred |
|
|
Common |
|
|
stock |
|
|
paid-in |
|
|
Retained |
|
|
income |
|
|
Treasury |
|
|
|
|
|
|||||||
|
In thousands, except per share |
|
stock |
|
|
stock |
|
|
issuable |
|
|
capital |
|
|
earnings |
|
|
(loss), net |
|
|
stock |
|
|
Total |
|
||||||||
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - January 1, 2015 |
|
$ |
1,231,500 |
|
|
|
66,157 |
|
|
|
2,608 |
|
|
|
3,409,506 |
|
|
|
7,807,119 |
|
|
|
(180,994 |
) |
|
|
— |
|
|
|
12,335,896 |
|
|
Total comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
808,702 |
|
|
|
17,521 |
|
|
|
— |
|
|
|
826,223 |
|
|
Preferred stock cash dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(60,953 |
) |
|
|
— |
|
|
|
— |
|
|
|
(60,953 |
) |
|
Exercise of 2,315 Series A stock warrants into 904 shares of common stock |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation plans: |
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||