SEC Filing | M&T Bank Corporation

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mtb-10q_20190930.htm

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, 2019

☐	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		16-0968385
(State or other jurisdiction of incorporation or organization)		(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) 635-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, $.50 par value	MTB	New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 31, 2019: 131,960,084 shares.

M&T BANK CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2019

Table of Contents of Information Required in Report		Page

Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements.

	CONSOLIDATED BALANCE SHEET – September 30, 2019 and December 31, 2018	3

	CONSOLIDATED STATEMENT OF INCOME – Three and nine months ended September 30, 2019 and 2018	4

	CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME – Three and nine months ended September 30, 2019 and 2018	5

	CONSOLIDATED STATEMENT OF CASH FLOWS – Nine months ended September 30, 2019 and 2018	6

	CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY – Three and nine months ended September 30, 2019 and 2018	7

	NOTES TO FINANCIAL STATEMENTS	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	55

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	91

Item 4.	Controls and Procedures.	91

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings.	91

Item 1A.	Risk Factors	92

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	92

Item 3.	Defaults Upon Senior Securities.	92

Item 4.	Mine Safety Disclosures.	92

Item 5.	Other Information.	92

Item 6.	Exhibits.	93

SIGNATURES		93

- 2 -

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)

	September 30,			December 31,
(Dollars in thousands, except per share)	2019			2018
Assets
Cash and due from banks	$	1,818,861		$	1,605,439
Interest-bearing deposits at banks		12,495,524			8,105,197
Federal funds sold		200			—
Trading account		614,256			185,584
Investment securities (includes pledged securities that can be sold or repledged of $196,419 at September 30, 2019; $487,365 at December 31, 2018)
Available for sale (cost: $6,934,709 at September 30, 2019; $8,869,423 at December 31, 2018)		6,985,417			8,682,509
Held to maturity (fair value: $3,075,304 at September 30, 2019; $3,255,483 at December 31, 2018)		3,031,299			3,316,640
Equity and other securities (cost: $619,894 at September 30, 2019; $677,187 at December 31, 2018)		660,867			693,664
Total investment securities		10,677,583			12,692,813
Loans and leases		90,084,230			88,733,492
Unearned discount		(261,037	)		(267,015	)
Loans and leases, net of unearned discount		89,823,193			88,466,477
Allowance for credit losses		(1,038,437	)		(1,019,444	)
Loans and leases, net		88,784,756			87,447,033
Premises and equipment		1,074,181			647,408
Goodwill		4,593,112			4,593,112
Core deposit and other intangible assets		33,339			47,067
Accrued interest and other assets		5,409,114			4,773,750
Total assets	$	125,500,926		$	120,097,403
Liabilities
Noninterest-bearing deposits	$	31,766,724		$	32,256,668
Savings and interest-checking deposits		55,581,533			50,963,744
Time deposits		6,203,679			6,124,254
Deposits at Cayman Islands office		1,561,997			811,906
Total deposits		95,113,933			90,156,572
Short-term borrowings		5,513,896			4,398,378
Accrued interest and other liabilities		2,090,762			1,637,348
Long-term borrowings		7,002,524			8,444,914
Total liabilities		109,721,115			104,637,212
Shareholders' equity
Preferred stock, $1.00 par, 1,000,000 shares authorized; Issued and outstanding: Liquidation preference of $1,000 per share: 350,000 shares at September 30, 2019 and 731,500 shares at December 31, 2018; Liquidation preference of $10,000 per share: 90,000 shares at September 30, 2019 and 50,000 shares at December 31, 2018		1,250,000			1,231,500
Common stock, $.50 par, 250,000,000 shares authorized, 159,741,898 shares issued at September 30, 2019; 159,765,044 shares issued at December 31, 2018		79,871			79,883
Common stock issuable, 21,461 shares at September 30, 2019; 24,563 shares at December 31, 2018		1,547			1,726
Additional paid-in capital		6,584,705			6,579,342
Retained earnings		12,490,233			11,516,672
Accumulated other comprehensive income (loss), net		(80,308	)		(420,081	)
Treasury stock — common, at cost — 27,485,996 shares at September 30, 2019; 21,255,275 shares at December 31, 2018		(4,546,237	)		(3,528,851	)
Total shareholders’ equity		15,779,811			15,460,191
Total liabilities and shareholders’ equity	$	125,500,926		$	120,097,403

See accompanying notes to financial statements.

- 3 -

M&T BANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

	Three Months Ended September 30				Nine Months Ended September 30
(In thousands, except per share)	2019		2018		2019		2018
Interest income
Loans and leases, including fees	$	1,119,662	$	1,060,832	$	3,363,152	$	3,065,272
Investment securities
Fully taxable		69,059		80,118		225,048		244,989
Exempt from federal taxes		98		153		270		573
Deposits at banks		40,388		26,000		104,120		66,546
Other		262		272		1,101		1,050
Total interest income		1,229,469		1,167,375		3,693,691		3,378,430
Interest expense
Savings and interest-checking deposits		104,724		56,156		272,419		145,421
Time deposits		25,456		12,976		71,468		35,274
Deposits at Cayman Islands office		6,218		1,556		16,995		2,479
Short-term borrowings		6,967		1,600		21,573		3,866
Long-term borrowings		56,214		66,049		189,805		178,048
Total interest expense		199,579		138,337		572,260		365,088
Net interest income		1,029,890		1,029,038		3,121,431		3,013,342
Provision for credit losses		45,000		16,000		122,000		94,000
Net interest income after provision for credit losses		984,890		1,013,038		2,999,431		2,919,342
Other income